Shandong Yabo Technology Co.Ltd(002323)
Work report of the board of directors in 2021
In 2021, the board of directors of Shandong Yabo Technology Co.Ltd(002323) (hereinafter referred to as “the company”) scrupulously performed its duties and faithfully performed its duties in the spirit of being responsible to the shareholders of the company in strict accordance with the requirements of the company law, the securities law, the Listing Rules of Shenzhen Stock exchange and other relevant laws and regulations, as well as the articles of association, rules of procedure of the board of directors and other relevant provisions, Earnestly implement the resolutions of the general meeting of shareholders, diligently carry out the work of the board of directors, safeguard the interests of the company, and ensure the good operation and sustainable development of the company.
1、 Daily work of the board of directors
The board of directors of the company actively performs its duties in strict accordance with the company law, the articles of association, the rules of procedure of the board of directors and other relevant provisions. As of December 31, 2021, the board of directors of the company has 6 non independent directors and 3 independent directors. The audit committee under the board of directors and performed its functions in accordance with its rules of procedure, making due contributions to the standardized operation of the company. All directors of the company are honest, trustworthy, diligent and conscientious, seriously attend the meetings of the board of directors and the general meeting of shareholders, actively participate in relevant training and improve their ability to perform their duties. Independent directors have sufficient right to know about major matters of the company, perform their duties independently, express independent opinions on relevant matters, and safeguard the overall interests of the company and the legitimate rights and interests of all minority shareholders.
(I) convening of the board meeting
Six Board meetings were held in 2021, as follows:
On February 26, 2021, the 9th meeting of the 5th board of directors was held by means of on-site combined communication, and the proposal on the provision for asset impairment in 2020 was considered and adopted;
On April 29, 2021, the 10th meeting of the 5th board of directors of the company was held by combining on-site and communication. The work report of the board of directors in 2020, the work report of the general manager in 2020, the full text and summary of the report in 2020, the financial decision report in 2020 and the profit distribution plan in 2020 were reviewed and adopted Self evaluation report on internal control in 2020, self inspection form for the implementation of internal control rules in 2020, proposal on the renewal of accounting firm and payment of remuneration, proposal on confirming the remuneration results of senior executives in 2020, proposal on applying for comprehensive credit line from financial institutions in 2021 Proposal on related party transactions to be accepted by controlling shareholders, persons acting in concert and actual controllers, proposal on matters involved in the company’s non-standard unqualified audit report, proposal on changing accounting policies, and text and full text of the report for the first quarter of 2021;
On June 2, 2021, the 11th meeting of the 5th board of directors of the company was held by means of on-site combined communication, and the proposal on foreign borrowing and the proposal on convening the 2020 annual general meeting of shareholders were deliberated and adopted;
On August 25, 2021, the 12th meeting of the 5th board of directors of the company was held by on-site combined communication, and the full text and summary of the 2021 semi annual report were considered and adopted;
On October 15, 2021, the 13th meeting of the 5th board of directors was held by means of on-site combined communication, and the report of the third quarter of 2021 was reviewed and adopted;
On December 30, 2021, the 14th meeting of the 5th board of directors of the company was held by means of on-site combined communication, and the proposal on planning to participate in investment in industrial funds and the proposal on requesting the general meeting of shareholders to authorize the board of directors of the company to handle matters related to industrial funds were considered and adopted;
(II) convening of the general meeting of shareholders
In 2021, one general meeting of shareholders was held, all of which were convened by the board of directors. The details are as follows:
At 14:30 p.m. on June 23, 2021, the 2020 annual general meeting of shareholders was held in the conference room on the 25th floor of Shandong Yabo Technology Co., Ltd., No. 17, Donghai Road, Shizhong District, Zaozhuang City, Shandong Province. It mainly deliberated and adopted the 2020 annual work report of the board of directors, the 2020 annual work report of the board of supervisors, the full text and summary of the 2020 annual report, and the 2020 annual financial statement report The profit distribution plan for 2020, the self inspection form for the implementation of internal control rules for 2020, the proposal on renewing the employment of accounting firms and paying remuneration, the proposal on applying for a comprehensive credit line from financial institutions in 2021, and the proposal on related party transactions to be accepted by the controlling shareholders, persons acting in concert and actual controllers;
(III) performance of special committees of the board of directors
The Fifth Board of directors of the company has an audit committee. The audit committee performed its duties diligently and conscientiously in strict accordance with the company law, the standards for the governance of listed companies, the articles of association, the detailed rules for the work of the audit committee of the board of directors and other relevant provisions. During the reporting period, the performance of the audit committee was as follows:
The audit committee actively carried out its work in accordance with the working rules of the audit committee of the board of directors, earnestly performed its duties, organized and held three audit committee meetings, carefully listened to the work summary and work plan of the internal audit department, and reviewed the financial information and disclosure of the company. At the same time, the audit committee has actively done a good job in the communication and coordination of internal and external audits to ensure the smooth and timely completion of various audits.
2、 Operation of the company in 2021
(I) main business
The company is positioned in the medium and high-end market of the metal enclosure industry of public buildings, providing metal roof enclosure system, intelligent metal roof system, intelligent building informatization, smart city, etc., as well as an integrated system integration service provider committed to the innovation and R & D of industrial scientific and technological products, standard formulation and improvement. The main business includes metal roof enclosure system and distributed photovoltaic power generation system. 1. Metal roof enclosure system
Including stadiums and gymnasiums, airport terminals, high-speed railway station buildings, cultural and art centers, convention and exhibition centers, etc. at present, this field is the most complex building in the industry with the greatest difficulty in design and construction. After completion, it has become a landmark building in all regions of the country. Within the scope of qualification, the company provides general construction contracting services to the owner and professional engineering contracting services to other general construction contractors. The company submits bids according to the bidding requirements of the owner or other construction contractors for general construction contracting or professional subcontracting. After winning the bid, the company prepays the bid security and performance security, Then establish a project department to carry out project construction within the contract period (including construction organization design, project progress, quality, safety, accounting, project subcontracting, etc.). The project department shall confirm the income according to the project construction progress, and the construction unit or other project construction contractors shall pay the project price to the project department according to the project completion quantity. After the project is completed, The construction unit shall retain a certain proportion of the project quality assurance fund.
In the process of design, construction and completion delivery, the company’s unique Bim and related information technology are fully applied to improve the project quality, effectively control the cost and improve the project efficiency. The precise overall control of the project is carried out through the 5D collaborative management platform based on BIM.
The characteristics of the business model of the metal roof enclosure system industry are mainly reflected in taking the engineering project as the center, and other links such as R & D, design, customized processing and service are carried out around the engineering project, including the establishment and implementation of the standardization system of a large number of non-standard buildings. Metal enclosure works are professional subcontracting works, most of which are obtained through subcontracting by the general contractor, and a small number of engineering projects are directly subcontracted by the owner to metal enclosure system enterprises with strong comprehensive strength. In the former subcontracting mode of the general contractor, the metal enclosure system enterprise signs the project contract with the general contractor and settles the project funds with the general contractor; In the latter direct subcontracting mode, the owner usually determines the subcontracting unit of metal enclosure system by bidding, and the metal enclosure system enterprise directly signs the project contract with the owner and settles the project funds.
2. Distributed photovoltaic power generation system
In terms of distributed photovoltaic, the company is mainly engaged in the business scope of EPC engineering, covering bapv (photovoltaic system installed on existing buildings) and BIPV (building photovoltaic integration), providing services including pre project consultation, scheme design, equipment procurement, construction contracting, grid connection commissioning, power station commissioning, quality acceptance, operation and maintenance, project construction and so on, It has always been committed to providing customers with comprehensive integrated energy solutions for photovoltaic power stations. Relying on its accumulation in the metal roof enclosure system industry in the field of public buildings, it has the first mover advantage of developing distributed photovoltaic business.
The company adopts the operation mode of neglecting assets and implements the business policy of emphasizing technology, R & D and project management. According to the main characteristics of a large number of non-standard buildings in the industry, through a large number of technological innovation and technical patent application, the company adopts the customized production of project raw materials according to the design parameters of each project, which reduces the construction change and material waste and improves the construction efficiency, It improves the benefits of environmental protection and energy conservation, and greatly reduces the company’s risk and management cost.
(II) industry situation
During the 13th Five Year Plan period, remarkable achievements were made in the reform and development of China State Construction Engineering Corporation Limited(601668) industry. The added value of the national construction industry increased by 5.1% annually, accounting for more than 6.9% of China’s GDP. As a supporting industry of the national economy, the role of the construction industry has been continuously strengthened, and has made important contributions to promoting economic growth, alleviating the pressure of social employment, promoting the construction of new urbanization, ensuring and improving people’s lives, and building a well-off society in an all-round way. The metal roof enclosure system industry is a subdivided field in the construction industry.
(1) The metal roof enclosure system industry has entered a mature stage
With the development of China State Construction Engineering Corporation Limited(601668) industry and the improvement of national standards for wall materials, the market demand for new wall materials will be increasing. New materials, such as new composite materials, are coming out continuously to save resources and reduce costs without reducing the use effect (anti-corrosion performance, mechanical strength, etc.). In terms of process control, the roll forming production process has developed more mature and stable, providing process support for the metal enclosure system. The cold bending equipment can complete a number of plastic processing processes for materials at one time, meeting more building needs. In terms of product selection, the construction demand directly drives the development of the industry. The industry manufacturers continue to grow and develop, develop more panel types and system matching, and gradually form different types of metal enclosure systems according to different regional and climatic zoning. The product design is more detailed and the product selection is more diversified. At present, the use of metal sheet as building envelope system has been widely used in industrial buildings, civil aviation buildings, cultural buildings, sports buildings, exhibition buildings and other fields. The technical level of metal envelope system is becoming more and more mature, and the industry development has entered a mature period.
(2) Building industrialization, digitization and intelligent upgrading
In January 2022, the Ministry of housing and urban rural development issued the notice on printing and distributing the development plan of the construction industry during the 14th Five Year Plan period, which clearly stated that the development objectives of the construction industry during the 14th Five Year Plan period include the significant improvement of the level of construction industrialization, digitization and intellectualization, and the main task is to accelerate the coordinated development of intelligent construction and new construction industry.
(3) Increase the proportion of green and low-carbon buildings
In September 2020, China proposed that carbon dioxide emissions should reach a peak by 2030 and strive to achieve carbon neutrality by 2060. The Ministry of housing and urban rural development solicited public opinions on the notice on strengthening green and low-carbon construction in the county (Draft for comments). The opinions put forward that we should vigorously develop green buildings and building energy conservation in the county, and constantly improve the proportion of green buildings in new buildings. Promote the energy-saving transformation and function improvement of old residential areas, vigorously promote the application of green building materials, and promote new construction methods such as fabricated steel structure.
2. New energy industry
In 2021, China’s renewable energy installed capacity increased by 134 million kilowatts, accounting for 76.1% of the country’s new power generation installed capacity. Among them, 23.49 million kilowatts of hydropower, 47.57 million kilowatts of wind power, 54.88 million kilowatts of photovoltaic power generation and 8.08 million kilowatts of biomass power generation were added, accounting for 13.3%, 27%, 31.1% and 4.6% of the country’s new installed capacity respectively. In 2021, 54.88 million kilowatts of photovoltaic capacity was newly installed in China, the largest annual production over the years, including 25.6 million kilowatts of photovoltaic power stations and 29.28 million kilowatts of distributed photovoltaic. By the end of 2021, the cumulative installed capacity of photovoltaic power generation will be 306 million KW. In terms of the layout of new installed capacity, the regions with high installed capacity are North China, East China and central China, accounting for 39%, 19% and 15% of the new installed capacity in China respectively. In 2021, relevant state departments successively issued the guiding opinions on energy work in 2021, the notice on matters related to the development and construction of wind power and photovoltaic power generation in 2021, the notice on the weight of renewable energy power consumption responsibility and related matters in 2021, and the notice on the action plan for deepening the reform of price mechanism during the 14th Five Year Plan period Notice on matters related to the new energy on grid tariff policy in 2021, notice on submitting the pilot scheme for the development of roof distributed photovoltaic in the whole county (city, district), notice on encouraging renewable energy power generation enterprises to build or purchase peak shaving capacity and increase the scale of grid connection Notice on guiding and increasing financial support to promote the healthy and orderly development of wind power, photovoltaic power generation and other industries and other relevant policy documents. On December 31, 2021, the Ministry of industry and information technology, the Ministry of housing and urban rural development, the Ministry of transport, the Ministry of agriculture and rural areas and the National Energy Administration jointly issued the action plan for innovation and development of intelligent photovoltaic industry (20212025), proposing that by 2025, the intelligent level of photovoltaic industry will be significantly improved and industrial technological innovation will make breakthroughs. The mass production and conversion efficiency of new high-efficiency solar cells has been significantly improved, forming perfect supporting capabilities such as silicon materials, silicon wafers, equipment, materials and devices. It is planned to improve the development level of the industry in many aspects, such as accelerating industrial technological innovation, improving the level of intelligent manufacturing and realizing the green development of the whole chain.
With the introduction of national policies, the energy and new energy planning of all provinces
