Shenzhen H&T Intelligent Control Co.Ltd(002402)
Work report of the board of directors in 2021
Dear directors
In 2021, the board of directors of Shenzhen H&T Intelligent Control Co.Ltd(002402) (hereinafter referred to as the “company”) earnestly performed the duties of the board of directors entrusted by the general meeting of shareholders in strict accordance with the company law, securities law and other laws and regulations and the articles of association, and diligently carried out various work to promote the sustainable, healthy and stable development of the company.
1、 Overall operation of the company in 2021
(I) business overview of the company in 2021
In 2021, great changes have taken place in the situation outside China and the economic environment is complex. The supply and demand situation of the upstream electronic components market has a sustained impact on the middle and downstream industries. The global transportation tension and price increases, exchange rate fluctuations, energy conservation and power restriction and other factors have also had a phased impact on enterprises, In order to cope with the adverse impact of systemic risks caused by the severe market environment on the company, the company gives full play to its comprehensive advantages and ensures the orderly production and operation of the company by preparing goods in advance, locking the price of raw materials, transmitting prices to the downstream and carrying out forward foreign exchange transactions; At the same time, the company maintained close communication and coordination with upstream suppliers and downstream customers, ensured the supply of raw materials and the delivery of clients, realized the continuous and stable growth of business performance in 2021, and controlled the gross profit margin of the controller business segment within a controllable range.
During the reporting period, the company realized an operating revenue of 5985.847 million yuan, an increase of 28.30% over the same period of last year; The net profit attributable to the shareholders of the listed company was 553364300 yuan, an increase of 39.73% over the same period last year; The net profit attributable to listed companies after deducting non operating profits and losses was 497.8598 million yuan, an increase of 35.89% over the same period of last year.
During the reporting period, the company implemented various work in strict accordance with the strategic plan, including strategic layout, organization construction, value chain connection, integrated supply chain, strategic R & D and other planning and management work.
(II) driving factors of the company’s performance during the reporting period
1. During the reporting period, the company promoted the optimization of product design through joint technology development with upstream industries, undertaking and applying for government scientific research projects, vertically improved the company’s R & D strength and broadened the fields involved in R & D, so as to horizontally expand the company’s intelligent controller products, strengthen the company’s core competitiveness and expand the industry influence. At the same time, by optimizing the software and hardware R & D platform and standardization platform of Academia Sinica, the company optimizes the R & D design scheme, engineering process and raw material selection, so as to ensure the cost advantage of manufacturing links, reduce the comprehensive cost and improve the company’s efficiency.
2. The company adheres to the business policy of high-end technology, high-end products and high-end market, deeply constructs the customer service response mechanism from the organizational, operational and strategic levels, and forms an all-round strategic partnership with the customer base according to the customer demand dynamics and strategies, so as to drive the creation of customer value to the greatest extent.
3. In the process of continuous operation, the company further improves the internal operation and management level of the company by continuously strengthening basic management, consolidating organizational ability, strengthening echelon construction and improving the leadership of management team, and seamlessly connects with customers with a global management mode, forming a strong management support of the company.
4. The company’s strategic direction is upgraded to the industrial pattern of “four lines simultaneously and six sectors”. The home appliance intelligent controller industry is divided into Chinese market and overseas market. By splitting the market, the product classification is refined and the market share is increased; Continue to develop automotive electronic intelligent controller, design and produce automotive electronic core intelligent controller business through increasing R & D investment, and rapidly improve the market space; Rapidly develop the business of intelligent controller of electric tools, accelerate the excavation of new customers, broaden product categories, and further improve the market share of intelligent controller of electric tools; Actively carry out the R & D, production and sales of smart home controller. With the rapid development of intelligent upgrading of traditional household products, the development space of smart home controller is huge. From a forward-looking perspective, the company arranges the R & D and production of relevant industries in advance, so as to contribute to the sustainable and rapid development of the company; Deeply explore the Pan home intelligent controller industry. With the change of life style of the whole society, Pan home has more and more demand for intelligent controller, and the industry space is huge. The company will focus on the Pan home industry and quickly occupy the market space of Pan home intelligent controller.
5. In terms of supply chain, the company uses the advantages of global supply chain platform to reduce the procurement cost of upstream raw materials by means of procurement resources, supplier system establishment, price resources and upstream and downstream industry information; At the same time, the company continued to strengthen the substitution of components, promote the localization and substitution of raw materials, realize the two-way mutual benefit between suppliers and the company, form a close strategic cooperative relationship, further reduce the procurement cost and consolidate the competitive pattern of the company’s supply chain.
6. With the production expansion project of China Guangming phase II, the production base in the Yangtze River Delta and Vietnam and the rapid and steady development of Italian NPE company, the company’s production capacity has been further expanded; Through the further implementation of the company’s intelligent manufacturing project, the company’s automatic manufacturing capacity has been greatly improved, the comprehensive manufacturing cost has been reduced, the production efficiency has been improved, and a solid foundation has been laid for the sustainable development of the company. In addition, the company’s Vietnam phase II and Romania production bases are under construction, and the further improvement of production capacity also provides a strong guarantee for the company to continue to obtain orders.
7. At present, Chengchang technology’s microwave and millimeter wave analog phased array T / R chip products are widely used in satellite remote sensing, satellite navigation, communication and other fields. With the drive of national policies to the industry and the gradual opening of Satellite Internet and 5g millimeter wave communication market space, the market demand for microwave and millimeter wave analog phased array T / R chip is increasing, and the market space of Chengchang technology will be further expanded.
Facing the changes of market situation, industry model and global situation, the company always takes technological innovation as the core competitiveness, standardized and global operation and management as the development support, large-scale and intensive operation as the competitive form, focuses on the pragmatic journey, and takes “navigating the digital intelligence era and creating a better life” as the enterprise goal, Practice the enterprise spirit of “being sharp, agile and serious”, and forge brilliance with science and technology.
2、 Performance of the board of directors
The board of directors of the company shall perform its duties in strict accordance with the provisions of the company law, the securities law, the guidelines for the governance of listed companies, the stock listing rules of Shenzhen Stock Exchange, the articles of association and other laws and regulations and the company’s system. The board of Directors consists of audit committee, remuneration and assessment committee, nomination committee and Strategy Committee. Each committee performs its own duties and has made due contributions to the standardized operation of the company.
During the reporting period, the company held 12 board meetings and 3 general meetings of shareholders. The directors of the company earnestly attended the board meeting and the general meeting of shareholders, expressed their views and discussed in depth the proposals submitted to the board of directors for consideration, made suggestions for the healthy development of the company, and fully considered the interests and demands of minority shareholders when making decisions, which effectively enhanced the scientificity and feasibility of the decision-making of the board of directors. At the same time, the directors of the company actively participate in relevant training, improve their ability to perform their duties, actively pay attention to the company’s operation and management information, financial status and major events, and promote the sustainable, stable and healthy development of the company’s production and operation.
Independent directors have sufficient right to know about major matters of the company, strictly review various proposals and make independent, objective and fair judgments. In accordance with relevant regulations, independent directors expressed independent opinions on major matters such as the occupation of funds by related parties, internal control report, renewal of accounting firm, storage and actual use of raised funds, appointment of senior managers and so on, effectively safeguarding the overall interests of the company and the legitimate rights and interests of minority shareholders. 3、 Review of the work of the board of directors in 2021
(I) meetings of the board of directors in 2021
During the reporting period, the company held 12 meetings of the board of directors. The convening, proposal, attendance, discussion, voting, resolution and meeting minutes of the board of directors were operated in strict accordance with the requirements of the company law, the articles of association and the rules of procedure of the board of directors. The meeting was held as follows:
1. On January 29, 2021, the 14th meeting of the 5th board of directors was held. The meeting was held by on-site combined with communication voting. The following proposals were considered and adopted at the meeting:
Proposal on and summary, proposal on , proposal on submitting the company’s general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2021 stock option incentive plan.
2. On February 3, 2021, the 15th meeting of the 5th board of directors was held. The meeting was held by on-site combined with communication voting. The following proposals were considered and adopted at the meeting:
Proposal on convening the first extraordinary general meeting of shareholders in 2021.
3. On February 18, 2021, the 16th meeting of the 5th board of directors was held. The meeting was held by on-site voting. The following proposals were considered and adopted at the meeting:
Proposal on the subscribed capital contribution share of the transferee fund and foreign investment, and proposal on the provision for asset impairment in 2020.
4. On February 23, 2021, the 17th meeting of the 5th board of directors was held. The meeting was held by on-site combined with communication voting. The following proposals were considered and adopted at the meeting:
The 2020 president’s work report, the 2020 work report of the board of directors, the full text and summary of the 2020 annual report, the proposal on the special report on the storage and use of raised funds in 2020, the 2020 financial final account report, the 2020 internal control self-evaluation report, the proposal on the 2020 profit distribution plan Proposal on applying for credit line from the bank in 2021, proposal on carrying out forward foreign exchange trading business, proposal on renewing the employment of financial audit institution in 2021, proposal on annual remuneration of senior managers of the company, proposal on remuneration scheme for directors and senior managers of the company in 2021 Proposal on using self owned funds and some idle raised funds to purchase financial products, proposal on the implementation of performance commitment for the acquisition of Chengchang technology equity in 2020, shareholder return plan for the next three years (2021-2023), proposal on convening the 2020 annual general meeting of shareholders.
5. On March 23, 2021, the 18th meeting of the 5th board of directors was held. The meeting was held by on-site combined with communication voting. The following proposals were considered and adopted at the meeting:
Proposal on adjusting the list and number of incentive objects granted for the first time in the 2021 stock option incentive plan, proposal on the first grant of the 2021 stock option incentive plan, proposal on the land use right and infrastructure lease contract to be signed by the company’s subsidiaries, and proposal on the daily related party transactions between the company and related parties.
6. On April 7, 2021, the 19th meeting of the 5th board of directors was held. The meeting was held by on-site combined with communication voting. The following proposals were considered and adopted at the meeting:
The proposal on the compliance of the company’s spin off of its subsidiary Chengchang technology to A-share listing with relevant laws and regulations, the proposal on the initial public offering of RMB common shares (A shares) by its subsidiary Chengchang technology, and the proposal on the plan for the spin off of its subsidiary Chengchang technology to A-share listing The proposal on the compliance of the listing of Chengchang technology to A-share of the company’s spin off subsidiary with several provisions on the pilot listing of domestic subsidiaries of listed companies, the proposal on the protection of the legitimate rights and interests of shareholders and creditors by spin off of Chengchang technology to A-share listing, and the proposal on the company’s ability to maintain independence and sustainable operation Proposal on Chengchang technology having corresponding standardized operation ability, proposal on the completeness and compliance of the legal procedures for the spin off and listing of the company’s subsidiaries and the effectiveness of the legal documents submitted, proposal on the shareholding and related party transactions of some directors and senior managers in the spin off subsidiaries Proposal on whether the fluctuation of the company’s stock price meets the relevant standards in Article 5 of the notice on regulating the information disclosure of listed companies and the behavior of relevant parties, and proposal on Authorizing the board of directors and its authorized persons to handle matters related to the listing of Chengchang technology in a shares.
7. On April 22, 2021, the 20th meeting of the 5th board of directors was held. The meeting was held by on-site combined with communication voting. The following proposals were considered and adopted at the meeting:
Full text and text of the report for the first quarter of 2021, proposal on changes in accounting policies.
8. On May 20, 2021, the 21st Meeting of the 5th board of directors was held. The meeting was held by on-site combined with communication voting. The following proposals were considered and adopted at the meeting:
The proposal on the company’s spin off of its subsidiary Zhejiang Chengchang Technology Co., Ltd. to be listed on the main board of Shenzhen Stock Exchange in compliance with relevant laws and regulations, and the proposal on the initial public offering of RMB common shares (A shares) by its subsidiary Zhejiang Chengchang Technology Co., Ltd Proposal on , proposal on the listing of the spin off subsidiary Zhejiang Chengchang Technology Co., Ltd. to the main board of Shenzhen Stock Exchange in line with the provisions on the pilot domestic listing of subsidiaries of listed companies The proposal on separating Zhejiang Chengchang Technology Co., Ltd. from the main board of Shenzhen stock exchange is conducive to safeguarding the legitimate rights and interests of shareholders and creditors, the proposal on maintaining the independence and sustainable operation ability of the company, and the proposal on Zhejiang Chengchang Technology Co., Ltd. having corresponding standardized operation ability The proposal on the completeness and compliance of the legal procedures for the spin off and listing of the company’s subsidiaries and the effectiveness of the legal documents submitted, the proposal on the shareholding and related party transactions of some directors and senior managers in the spin off subsidiaries The proposal on whether the fluctuation of the company’s stock price meets the relevant standards in Article 5 of the notice on regulating the information disclosure of listed companies and the behavior of relevant parties, the proposal on Authorizing the board of directors and its authorized persons to fully handle the matters related to the listing of Zhejiang Chengchang Technology Co., Ltd. on the main board of Shenzhen Stock Exchange Proposal on convening the second extraordinary general meeting of shareholders in 2021.
