Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455)
Work report of the board of directors in 2021
In 2021, the board of directors of Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) (hereinafter referred to as "the company") conscientiously performed the duties entrusted by the general meeting of shareholders in strict accordance with the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange and other laws and regulations, as well as the articles of Association, the rules of procedure of the general meeting of shareholders and the rules of procedure of the board of directors, Carry out the work of the board of directors in a standardized and effective manner, actively promote the implementation of the resolutions of the board of directors, and implement the resolutions of the general meeting of shareholders. All directors of the company faithfully, honestly and diligently perform their duties in accordance with the rights and obligations conferred by relevant laws, regulations and the articles of association. The board of directors gave full play to its core role in corporate governance, continuously standardized the corporate governance structure, improved the standard operation level of the company, and safeguarded the legitimate rights and interests of the company and all shareholders
1、 Operation and description in 2021
During the reporting period, the company achieved an operating revenue of 402085306296 yuan, an increase of 18341228788 yuan or 83.88% compared with 218673017508 yuan in the same period last year, mainly due to the increase in the sales volume and sales price of the company's main products and the consolidated operating revenue of Haiji new energy in the reporting period. The net profit attributable to the shareholders of the listed company was 2283 Yangzhou Chenhua New Material Co.Ltd(300610) 2 yuan, an increase of 16187472401 yuan or 243.58% compared with 6645533701 yuan in the same period last year, mainly due to the increase of operating revenue and total profit.
2、 Main work of the board of directors in 2021
(I) management
1. Improve the company's comprehensive competitiveness by continuously improving the company's rules and regulations and optimizing the company's processes. Improve and perfect the construction of organizational structure, improve the management structure of the company, take advantage of the advantages of the management system, jointly manage and unify the management from the aspects of production and operation, finance and human resources, improve the comprehensive management level of the enterprise through transparent management, control the decision-making risk of the enterprise, and improve the operation efficiency and management level of the enterprise.
2. Continue to increase the R & D investment in new products, new processes and energy conservation and environmental protection, especially the R & D and promotion of high value-added products and environment-friendly production processes, so as to further improve the product competitiveness and the company's core competitiveness and better resist market risks.
3. Guided by the market and taking advantage of the company's brand advantages to stabilize the existing market, continue to strengthen the development of new customers outside China, timely adjust the company's product structure and sales strategy according to the changes of production costs, and strengthen the control of the market; By adopting flexible sales strategies, constantly explore the innovation of marketing mode and explore new customer groups and application fields.
4. Take safety production as the center, carry out safety production training for employees for many times, and strengthen employees' safety awareness; Continuously optimize production process, strengthen production process management and ensure product quality; Adhere to technological transformation, fully tap internal production capacity and improve equipment efficiency.
(II) company development
In 2021, the main matters involved in the development of the company are as follows:
1. Ningxia Baichuan new material investment "project with an annual output of 20000 tons of iron phosphate and 6000 tons of lithium iron phosphate"
The company held the 20th meeting of the 5th board of directors on April 23, 2021, deliberated and adopted the proposal on the investment of wholly-owned subsidiaries in iron phosphate and lithium iron phosphate projects. On May 18, 2021, the 2020 annual general meeting of shareholders held by the company considered and approved the above proposal. The company agrees that Ningxia Baichuan new materials Co., Ltd., a wholly-owned subsidiary, as the implementation subject, will invest in the construction of the "20000 ton iron phosphate and 6000 ton lithium iron phosphate project" in Ningdong energy and chemical base, Lingwu City, Yinchuan, Ningxia Hui Autonomous Region.
The construction of this project is an important part of the company's path of diversified development of new material industry. It is also a strategic continuation of the company's involvement in lithium battery business in recent years, which is in line with the company's future development strategic plan. The company will make full use of the advantages of the western region to create new types of products and increase its competitiveness in the future.
2. Progress of Ningxia Baichuan science and technology neopentyl glycol and trimethylolpropane project
On April 23, 2021, the company issued the announcement on the progress of subsidiary neopentyl glycol and trimethylolpropane projects (Announcement No.: 2021014). The civil works of 30000 tons of neopentyl glycol, 50000 tons of trimethylolpropane in phase I and 2000 tons of cyclic trimethylolpropane formaldehyde project have been basically completed, and the project has entered the stage of equipment installation.
On January 11, 2022, the company disclosed the announcement on trial production of related projects of subsidiary trimethylolpropane (Announcement No.: 2022003). The main construction, equipment installation and commissioning of "phase I 50000 ton trimethylolpropane and 2000 ton cyclic trimethylolpropane formaldehyde project" have been completed. The trial production scheme and plant trial production conditions have been reviewed and approved by the expert group, Trial production conditions have been met.
3. Trial production of "5000 tons of graphite anode material (10000 tons of graphitization) per year" of the raised investment project
On May 7, 2021, the company issued the announcement on the trial production of the raised investment project "annual output of 5000 tons of graphite negative material (10000 tons of graphitization) (Announcement No.: 2021031). The company's non-public offering of shares to raise funds for the investment project" annual output of 5000 tons of graphite negative material (10000 tons of graphitization) project "has completed the main construction of the project, equipment installation and commissioning, The trial production scheme and the trial production conditions of the unit have been reviewed and approved by the expert group, and the trial production conditions have been met, and the project has entered the trial production stage.
4. Establishment of No. 1 investment fund with Ningxia industrial guidance fund
The company held the 22nd Meeting of the 5th board of directors on May 6, 2021, and deliberated and adopted the proposal on joint investment with professional investment institutions. On May 18, 2021, the 2020 annual general meeting of shareholders held by the company considered and approved the above proposal. The company agrees that its wholly-owned subsidiary Nantong Baichuan new materials Co., Ltd., its wholly-owned subsidiary Rugao Baichuan chemical materials Co., Ltd. and Ningxia industrial guidance fund will jointly invest and establish No. 1 investment fund.
On June 23, 2021, the company issued the announcement on the progress of joint investment with professional investment institutions (Announcement No.: 2021043). The relevant parties of the company completed the signing of the partnership agreement, the No. 1 investment fund completed the industrial and commercial registration procedures, and obtained the business license issued by the market supervision and Administration Bureau of Ningxia Ningdong energy and chemical industry base.
The No. 1 investment fund invested and established by the company this time is used to invest in the project construction and supplement working capital of Ningxia Baichuan new materials Co., Ltd. This investment is in line with the company's future development strategic plan, which is conducive to seizing the opportunity of the rapid development of new energy and new materials, broadening financing channels and integrating various resources. It can further enhance the capital strength of Ningxia Baichuan new materials Co., Ltd. and meet the capital demand for the project construction of Ningxia Baichuan new materials Co., Ltd.
5. Capital increase guarantee of Ningxia Baichuan new materials
The company held the 23rd Meeting of the 5th board of directors on June 25, 2021, deliberated and passed the proposal on capital increase of wholly-owned subsidiaries and the proposal on providing guarantee for wholly-owned subsidiaries. On July 12, 2021, the first extraordinary general meeting of shareholders in 2021 held by the company considered and approved the above proposal.
In order to meet the operation and development needs of Ningxia Baichuan new materials and optimize the asset liability structure, Nantong Baichuan new materials, a wholly-owned subsidiary of the company, increased the capital of Ningxia Baichuan new materials with a total of 590 million yuan from the creditor's rights and self owned funds of 587.53 million yuan held by Ningxia Baichuan new materials. After the capital increase, the registered capital of Ningxia Baichuan new materials was changed from 300 million yuan to 890 million yuan. After the above capital increase, No. 1 investment fund will increase the capital of Ningxia Baichuan new materials by 400 million yuan, and the registered capital of Ningxia Baichuan new materials will be changed from 890 million yuan to 1.29 billion yuan. The shareholding ratio of Nantong Baichuan new materials is 68.99%, and the shareholding ratio of No. 1 investment fund is 31.01%. Ningxia Baichuan new materials will become the holding subsidiary of Nantong Baichuan new materials, But it does not affect the scope of the company's consolidated statements.
On August 18, 2021, the company issued the announcement on the completion of industrial and commercial change registration of Sun company Ningxia Baichuan new materials Co., Ltd. (Announcement No.: 2021067), and Ningxia Baichuan new materials completed the industrial and commercial change registration procedures.
6. Extension of investment term of Ningxia Industrial Fund in Ningxia Baichuan science and technology and signing of supplementary agreement
The company held the 23rd Meeting of the 5th board of directors on June 25, 2021, and deliberated and passed the proposal on the proposed extension of the investment period of Ningxia industrial guidance fund and the signing of supplementary agreement. On July 12, 2021, the first extraordinary general meeting of shareholders in 2021 held by the company considered and approved the above proposal.
Due to the long construction period of the investment project of Ningxia Baichuan science and Technology Institute, in order to better support the construction and development of Ningxia Baichuan science and technology, Ningxia industrial guidance fund extended the investment period. Relevant parties of the company signed the supplementary agreement of investment contract, supplementary agreement of equity repurchase agreement and guarantee contract. In the original investment contract, the investment period was changed from 3 years (2-year investment period and 1-year exit period) to 5 years (4-year investment period and 1-year exit period); It was agreed in the original contract that Ningxia Baichuan new materials Co., Ltd. would provide joint and several liability guarantee for the company's repurchase of all equity of Ningxia Baichuan technology held by Ningxia industrial guidance fund. Now, since the investment period is extended to five years, the performance guarantee obligation of the original contract is extended with the investment period.
7. No early redemption of "Baichuan convertible bonds"
On July 21, 2021, the company held the 24th Meeting of the 5th board of directors, which deliberated and passed the proposal on not redeeming "Baichuan convertible bonds" in advance. Considering the current market situation and the actual situation of the company, the board of directors decided not to exercise the right to redeem "Baichuan convertible bonds" in advance and not to redeem "Baichuan convertible bonds" in advance. At the same time, according to the measures for the administration of convertible corporate bonds of China Securities Regulatory Commission and the relevant requirements of Shenzhen Stock Exchange, from July 22, 2021 to December 31, 2021, "Baichuan convertible bonds" will not exercise this right when triggering conditional redemption terms and will not redeem "Baichuan convertible bonds" in advance.
8. Capital increase of sea based new energy
On November 10, 2021, the company held the 27th meeting of the 5th board of directors and the 19th meeting of the 5th board of supervisors, which deliberated and adopted the proposal on capital increase of Jiangsu Haiji new energy Co., Ltd. on November 29, 2021, the company held the second extraordinary general meeting of shareholders in 2021, which deliberated and adopted the above proposal. The company increased the registered capital of Haiji new energy from 750 million yuan to 950 million yuan. This capital increase can further enhance the financial strength of Haiji new energy, help to expand the capacity scale of Haiji new energy lithium battery project, meet the capital demand for the future development of Haiji new energy, and will have a positive impact on the future development of Haiji new energy.
On December 8, 2021, the company disclosed the announcement on Jiangsu Haiji new energy Co., Ltd. completing the industrial and commercial change registration (Announcement No.: 2021103). Haiji new energy has completed the industrial and commercial change registration procedures and obtained the business license issued by Wuxi administrative examination and approval Bureau.
9. Capital increase of Nantong Baichuan
On November 10, 2021, the company held the 27th meeting of the Fifth Board of directors, deliberated and approved the proposal on capital increase of Nantong Baichuan new materials Co., Ltd. on November 29, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and approved the above proposal. The company will increase the capital of Nantong Baichuan with the creditor's rights of 508 million yuan and its own funds of 12 million yuan, totaling 520 million yuan. After the capital increase is completed, the registered capital of Nantong Baichuan will be changed from 680 million yuan to 1.2 billion yuan. The capital increase of Nantong Baichuan is in line with the company's future development strategic plan, helps to optimize the asset liability structure of Nantong Baichuan, meets the capital demand for the future operation and development of Nantong Baichuan, and enhances the capital strength of Nantong Baichuan.
On December 16, 2021, the company disclosed the announcement on the completion of industrial and commercial change registration of wholly-owned subsidiaries (Announcement No.: 2021106), completed the industrial and commercial change registration procedures, and obtained the business license issued by Rugao administrative examination and approval Bureau
10. Haiji new energy investment "2gwh / a lithium ion battery and battery pack project"
On November 10, 2021, the company held the 27th meeting of the Fifth Board of directors, deliberated and adopted the proposal on foreign investment of Jiangsu Haiji new energy Co., Ltd. on November 29, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and adopted the above proposal. The company agrees that the subsidiary Haiji new energy as the implementation subject will invest in the "annual output of 2gwh lithium ion battery and battery pack project" in Jiangyin plant.
This investment can seize the opportunity of the rapid development of new energy, expand the production capacity of sea based new energy, improve the market share, realize the rapid expansion of the company's overall scale, further improve the company's market competitiveness and anti risk ability, have a positive impact on the company's future development, and comply with the company's future development strategic plan.
11. On November 10, 2021, Ningxia Baichuan new materials Co., Ltd. held the 27th meeting of the Fifth Board of directors, deliberated and adopted the proposal on foreign investment of Ningxia Baichuan new materials Co., Ltd. on November 29, 2021, The second extraordinary general meeting of shareholders in 2021 held by the company reviewed and approved the above proposal. The company agreed that Sun company Ningxia Baichuan new materials as the implementation subject to invest in the construction of "15000 tons of graphite negative electrode material (10000 tons of graphitization) project" in Ningdong energy and chemical base, Lingwu City, Yinchuan, Ningxia Hui Autonomous Region.
This investment conforms to the company's future development strategic plan, can extend the new energy industry chain, expand the capacity scale, create new profit growth points for the company, further improve the company's market competitiveness and anti risk ability, and will have a positive impact on the company's future development.
12. Board of directors, board of supervisors and senior management appointment
In December 2021, the board of directors of the company (including the board of directors)
