Work report of the board of directors in 2021
In 2021, the board of directors of Shenzhen Senior Technology Material Co.Ltd(300568) (hereinafter referred to as "the company") earnestly performed the functions of the board of directors in strict accordance with the company law, securities law and other laws and regulations and the articles of association, earnestly implemented various resolutions adopted by the general meeting of shareholders, timely fulfilled the obligation of information disclosure, effectively protected the interests of the company and all shareholders, and ensured the sustainable development of the company Healthy and stable development. The main work of the board of directors in 2021 is reported as follows:
1、 Key work in 2021
(I) operation of the company in 2021
In 2021, the company achieved an operating revenue of 1.861 billion yuan, an increase of 92.48% over the same period of last year; The total profit was 291 million yuan, an increase of 108.38% over the same period last year; The net profit attributable to the owners of the parent company was 283 million yuan, an increase of 133.49% over the same period last year. As of December 31, 2021, the total assets of the company were 7.617 billion yuan, an increase of 33.12% over the beginning of the year, and the owner's equity attributable to the shareholders of the company was 4.267 billion yuan, an increase of 44.52% over the beginning of the year.
(II) use of raised funds
1. As of December 31, 2021, the use of the company's raised funds is as follows:
Unit: RMB 10000
Raised funds used in the current period, accumulated used raised funds and unused raised funds
Net amount of project raised funds
Total funds raised total funds raised
Closed in 2019
84,267.58 1,327.08 84,700.55 0
Issuance of shares to unspecified companies in 2021
99,097.68 51,019.32 51,019.32 48,078.35
Object issuing convertible bonds
As of December 31, 2021, the company has invested 84700547299 yuan (including 40591505028 yuan of self raised funds that have been invested in the investment projects with raised funds in advance) from the funds raised from non-public offering of shares in 2019, and permanently supplemented the working capital of 4694354 yuan. The raised funds have been put into use, and the special account for the raised funds has been closed.
As of December 31, 2021, the company has used 84519324890 yuan of funds raised by issuing convertible bonds in 2021, including 21916206259 yuan of funds directly invested in projects raised, 29103118631 yuan of permanent supplementary working capital and 30000000 yuan of temporary supplementary working capital, The purchase of financial products with temporarily idle raised funds is 3500000000 yuan, the unused amount is 1570334610 yuan (including 1124983186 yuan net of handling charges deducted from the interest stored in the special account), and 0 yuan has not been invested in the raised investment projects replaced from the special account for raised funds.
2. The 15th meeting of the 5th board of directors, the 13th meeting of the 5th board of supervisors held on October 19, 2021 and the 4th extraordinary general meeting of shareholders held on November 5, 2021 considered and approved the proposal on changing the projects invested by raising funds and the use of some raised funds, The company used the remaining raised funds of 670998300 yuan (as of September 30, 2021, including accumulated interest and cash management income, and the specific amount shall be subject to the actual amount after the bank interest settlement on the date of capital transfer out) originally planned to be invested in the "super coating factory" and "lithium ion battery wet diaphragm project with an annual output of 200 million square meters" For the construction of "high performance lithium ion battery wet diaphragm and coating diaphragm (phase I and phase II)" project, Nantong Xingyuan will continue to implement the company's new coating diaphragm and wet diaphragm production capacity project.
(III) implementation of equity distribution in 2020
The seventh meeting of the Fifth Board of directors held on April 26, 2021 and the 2020 annual general meeting held on May 19, 2021 considered and approved the proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2020: it was agreed to distribute cash dividends of 1 yuan (including tax) and bonus shares of 0 shares (including tax) to all shareholders for every 10 shares based on the total share capital of the company of 448539565 shares, Increase 6 shares for every 10 shares to all shareholders with capital reserve.
From the date of disclosure of equity distribution to the implementation period, the total share capital of the company has changed due to the completion of the registration of the reserved part of the company's 2020 restricted stock incentive plan and the repurchase and cancellation of some restricted shares that have been granted but have not been lifted in 2020 restricted stock incentive plan, The company adjusted the distribution proportion according to the principle of "the total amount of cash dividends and the total amount of converted share capital are fixed".
The adjusted equity distribution plan for 2020 is: take the total share capital of 448906436 shares as the base, distribute cash dividends of 0999182 yuan (including tax) to all shareholders for every 10 shares, give 0 bonus shares, and increase 5995096 shares for every 10 shares to all shareholders with capital reserve.
The above profit distribution plan has been implemented on June 29, 2021.
(IV) issuance of convertible corporate bonds by gem to unspecified objects
In order to further improve the production capacity of the company's lithium battery diaphragm, match the needs of downstream customers, consolidate the global leading position of the industry, and further improve the company's market competitiveness and profitability. At the same time, optimize the company's financial structure, improve the solvency, reduce the company's debt burden and improve the ability to resist risks.
Therefore, the 26th meeting of the Fourth Board of directors held on May 21, 2020, the 28th meeting of the Fourth Board of directors held on June 23, 2020 and the first extraordinary general meeting of shareholders held on June 8, 2020 decided that the company launched the gem to issue convertible corporate bonds to unspecified objects. On December 17, 2020, the company received the reply on Approving the registration of Shenzhen Senior Technology Material Co.Ltd(300568) issuing convertible corporate bonds to unspecified objects (zjxk [2020] No. 3426) issued by China Securities Regulatory Commission, and approved the company's application for registration of issuing convertible corporate bonds to unspecified objects.
In accordance with the requirements of the above reply documents, relevant laws and regulations and the authorization of the general meeting of shareholders, the board of directors of the company handled the matters related to the issuance of convertible corporate bonds to unspecified objects within the specified period, and listed on March 31, 2021. The total amount of convertible bonds issued by the company this time is RMB 1 billion, with a term of 6 years from the date of issuance. The raised funds are mainly used for Changzhou Xingyuan's "wet diaphragm project of lithium ion battery with an annual output of 200 million square meters" and Jiangsu Xingyuan's "super coating factory project" and the company's supplementary working capital.
Through this refinancing, the company's financial strength is enhanced, financial support is provided for the development of various business activities of the company, the anti risk ability of the company is improved, and a strong guarantee is provided for the sustainable development of the company in the future; At the same time, it also ensures the smooth promotion of the company's production capacity layout, better meets the needs of the medium and high-end diaphragm market at home and abroad, and further improves the company's comprehensive competitive strength.
(V) implementation of convertible corporate bonds of the company
In 2021, the implementation of the company's convertible corporate bonds is as follows:
1. Share conversion
According to the Listing Rules of Shenzhen Stock Exchange gem, the detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange and the prospectus, the term of convertible bonds issued this time starts from the first trading day six months after the end of the issuance of convertible bonds to the maturity date of convertible bonds, From July 26, 2021 to January 19, 2027). The conversion price is 31.54 yuan / share.
On March 18, 2021, the company held the fourth meeting of the Fifth Board of directors and the third meeting of the Fifth Board of supervisors, which deliberated and approved the proposal on adjusting the number of reserved shares granted in the company's 2020 restricted stock incentive plan and the proposal on granting some reserved restricted shares to incentive objects in the 2020 restricted stock incentive plan, In view of the fact that the company has completed the grant registration of the reserved part of the restricted stock incentive plan in 2020, according to the prospectus for issuing convertible corporate bonds to unspecified objects on Shenzhen Senior Technology Material Co.Ltd(300568) gem and the relevant provisions of the CSRC on the issuance of convertible corporate bonds, the conversion price of Xingyuan conversion 2 is adjusted from the initial conversion price of 31.54 yuan / share to 31.53 yuan / share.
On May 19, 2021, the company held the 2020 annual general meeting of shareholders, which deliberated and approved the proposal on the company's 2020 profit distribution and capital reserve conversion to share capital. The company's 2020 equity distribution plan is to distribute 0999182 yuan in cash (including tax) to all shareholders for every 10 shares based on the company's existing total share capital of 448906436 shares, 0 bonus shares (including tax) will be given, and 5995096 shares will be increased for every 10 shares to all shareholders with the capital reserve. A total of 269123717 shares will be increased. After the increase, the total share capital of the company will be increased to 718030153 shares. According to the issuance terms of the prospectus for the issuance of convertible corporate bonds to unspecified objects on Shenzhen Senior Technology Material Co.Ltd(300568) gem and the relevant provisions of the CSRC on the issuance of convertible corporate bonds, the conversion price of Xingyuan conversion 2 was adjusted from 31.53 yuan / share to 19.64 yuan / share.
2. Redemption
Since the closing price of the company's shares has not been lower than 130% (25.53 yuan / share) of the current conversion price (19.64 yuan / share) for 15 trading days from July 26, 2021 to August 13, 2021, the conditional redemption clause of the prospectus for issuing convertible corporate bonds to unspecified objects on Shenzhen Senior Technology Material Co.Ltd(300568) gem has been triggered. On August 16, 2021, the company held the 11th meeting of the 5th board of directors and the 10th meeting of the 5th board of supervisors, deliberated and adopted the proposal on early redemption of "Xingyuan to 2", and decided to exercise the conditional redemption right of "Xingyuan to 2", Redeem all "xingyuanzhuan 2" registered on the redemption registration date (September 6, 2021) at the price of the face value of this convertible bond plus the accrued interest of the current period (100.25 yuan / piece). Since September 7, 2021, "Xingyuan Zhuan 2" has stopped trading and stock conversion. Since September 15, 2021, "xingyuanzhuan 2" (bond Code: 123094) issued by the company has been delisted in Shenzhen Stock Exchange.
(VI) restricted shares of the company
Based on the confidence in the future development of the company and in order to further improve the long-term incentive mechanism of the company, the equity incentive plan is launched in accordance with the company law, the measures for the administration of equity incentive of listed companies and other relevant provisions, combined with the actual situation of the company.
The 22nd Meeting of the 4th board of directors and the 16th meeting of the 4th board of supervisors held by the company on March 18, 2020 considered and adopted the proposal on the company's 2020 restricted stock incentive plan (Draft) and its summary. The number of restricted shares to be granted in this incentive plan is 3.5 million shares, Accounting for 1.43% of the company's total share capital of 245474882 shares at the time of announcement of the draft incentive plan. Among them, 3262000 restricted shares were granted for the first time, accounting for 93.20% of the total number of shares to be granted under the plan, and 1.33% of the total share capital of 245474882 shares at the time of announcement of the draft incentive plan; 238000 shares are reserved, accounting for 6.80% of the total number of shares to be granted under the plan and 0.10% of the total share capital of 245474882 shares at the time of announcement of the draft incentive plan.
The company held the 24th Meeting of the 4th board of directors, the 17th meeting of the 4th board of supervisors on April 23, 2020 and the 2019 annual general meeting of shareholders on May 15, 2020, and deliberated and adopted the proposal on the revised version of the company's 2020 restricted stock incentive plan (Draft) and its summary, The number of restricted shares to be granted under the incentive plan is 3.5 million shares, accounting for 1.41% of the total share capital of 247412250 shares at the time of announcement of the revised version of the incentive plan (Draft). Among them, 3.285 million restricted shares were granted for the first time, accounting for 93.86% of the total number of shares to be granted under the plan, and 1.33% of the total share capital of 247412250 shares at the time of announcement of the revised version of the incentive plan (Draft); 215000 shares are reserved, accounting for 6.14% of the total number of shares to be granted under the plan and 0.09% of the total share capital of 247412250 shares at the time of announcement of the revised version of the incentive plan (Draft).
The company held the 27th meeting of the 4th board of directors and the 20th meeting of the 4th board of supervisors on May 27, 2020, and deliberated and adopted the proposal on adjusting the list and number of incentive objects granted rights and interests for the first time in the company's 2020 restricted stock incentive plan The proposal on granting restricted shares to the incentive objects of the company's 2020 restricted stock incentive plan for the first time. Since 19 incentive objects voluntarily gave up their subscription, the company's incentive plan was granted for the first time
