Tianma Microelectronics Co.Ltd(000050)
Work report of the board of directors in 2021
In 2021, the board of directors of Tianma Microelectronics Co.Ltd(000050) (hereinafter referred to as “the company”) strictly complied with the company law, the securities law and other laws and regulations, departmental rules, normative documents and the relevant provisions of the articles of association, earnestly performed the responsibilities entrusted by the general meeting of shareholders, standardized operation and scientific decision-making, and actively promoted the development of various businesses of the company. The work of the board of directors in 2021 is reported as follows:
1、 Overview of the company’s business review in 2021
In 2021, the company will actively grasp the market growth opportunities, continue to increase resource investment, deeply cultivate the niche market, deeply promote the upgrading of product structure, optimize business portfolio and continuously increase the proportion of high value-added products. Each mature production line of the company maintains full production and sales, and the a-Si business continues to improve efficiency and efficiency; While maintaining the leading position in smart phone business, LTPS business has made great efforts to expand notebook computer, tablet computer and vehicle display business, with rapid growth; The technical capability of AMOLED flexible mobile phone display module products has been continuously improved, the shipment and sales have increased significantly, the wearable business has grown rapidly, and the market and industry position have been further improved.
In terms of technology development, the company adheres to innovation driven, and vigorously breaks through and promotes advanced application technologies while strengthening forward-looking technology research. In the field of mobile intelligent terminals, the company has developed products with high color gamut, high dynamic, high screen proportion, high contrast, high refresh rate, fast response rate, ultra-thin and low power consumption according to market demand, and maintained the design concept of forward compatibility. The screen technical parameters and design scheme are at the advanced level of the industry: the company is in slt-lcd, LTPS TFT-LCD, AMOLED Touch integration technology (on cell, in cell), flexible display, force touch Ted plus, off screen / on-screen fingerprint identification, mini / micro led and other aspects have made many positive achievements, which have been highly recognized by the industry and customers, and won innovative products and application awards for many times. In the field of professional display, the company has a professional on-board R & D team rooted in the field of on-board display for many years. While actively exploring cutting-edge technologies, the company has quickly transformed commercial applications and fully guaranteed mass production and quality production. While continuously optimizing existing solutions, the company has carried out technological innovation and developed higher display performance, higher reliability, more shapes Richer interactive vehicle products realize the comprehensive application of high-quality and high-performance technologies such as ultra-thin narrow frame, large size, high transparency, high contrast, ultra wide temperature, anti-interference, integrated touch control, fingerprint / face / gesture recognition, 3D three-dimensional suspension, directional sound display technology, etc., and can be provided from instruments, Central control, head up display One stop integrated intelligent cockpit solutions such as rear seat entertainment. The company actively arranged the development of non display application technology based on panel technology and TFT driving technology, carried out technical development and cooperation in the fields of liquid crystal antenna, microfluidic, panel level packaging, intelligent dimming, large-area fingerprint identification, flexible sensors and so on, and achieved commercial breakthroughs in some fields.
In terms of industrial layout, the company owns or is building the 2nd to 6th generation TFT-LCD (including a-Si and LTPs) production lines, 5th.5th generation AMOLED production lines, 6th generation AMOLED production lines, TN and STN production lines. With the lighting of tm18, the market position of the company in the field of small and medium-sized high-end displays, especially flexible AMOLED, will be further improved. The company’s production lines provide customers with diversified display solutions through group unified management and efficient collaboration.
In terms of marketing, the company focuses on brand customers, adheres to the medium and high-end product strategy, stabilizes and expands the existing market share, and actively layout emerging markets. On the one hand, the company continues to strengthen in-depth cooperation with existing major customers outside China in the mobile intelligent terminal market, closely follow the mainstream brand customers in the industry, continue to be the core supplier of many customers, and continue to increase the layout of medium and high-end product lines. During the reporting period, the business operation of the company was stable: in the field of mobile intelligent terminals, the shipment volume of OLED business doubled year-on-year, the LTPS smartphone business continued to take the lead, the total sales revenue of tablet computers and high-end laptops increased by more than 500% year-on-year, and the a-Si business remained basically stable; In the field of professional display business, with the advantages of leading enterprises, the introduction and penetration of new projects of the company continued to improve, and the revenue of special display business exceeded 10 billion in 2021. The company continuously increased its investment in the on-board display market, actively expanded the new energy vehicle market, carried out complex module business, improved product added value, and actively promoted the application of on-board in cell and LTPS technology. The sales of on-board TFT increased by more than 27% year-on-year, of which the sales of on-board LTPS increased by more than 300% in the current period, and the sales of on-board complex modules increased significantly in the current period; Professional display keeps leading in multiple market segments and further improves market share; The non display business realizes small batch shipment and makes a breakthrough from technical feasibility to commercial orders. In terms of operation and management, the company continues to sort out and optimize key business processes, promote the construction of intelligent manufacturing system and information technology, strengthen internal coordination and improve operation efficiency. The company further strengthened supplier management and diversified allocation of resources, improved resource guarantee ability, overcome the pressure of resource shortage and delivered on time and in quantity; Adhere to the normalization, promote cost improvement, continue to carry out the “golden ideas for cost improvement” competition throughout the company, reduce costs and increase efficiency, and achieve remarkable results in improving quality and efficiency through extreme cost management; Continuously improve and optimize the hierarchical and classified incentive system, stimulate the vitality of enterprises and the subjective initiative of employees, and continuously improve the efficiency and efficiency of operation and management.
In terms of quality management, the company continues to strengthen the construction of preventive quality system, carry out quality planning in the whole life cycle, fine management of product physique, regularly repeat the quality and strengthen the coordination of quality chain; Promoted the quality informatization work and the construction of quality professional talent team; Continue to promote the construction of quality culture and system, improve the quality awareness and quality ability training system, and ensure the continuous improvement of quality awareness and ability. In 2021, the company continues to receive a series of quality awards from many customers.
In terms of social responsibility, the company adheres to win-win development with employees, customers, suppliers, the government, shareholders, communities and other stakeholders. The company actively responds to the needs of various stakeholders, continuously improves CSR management system and improves CSR management ability.
In 2021, the company achieved an operating revenue of 31.829 billion yuan, a year-on-year increase of 8.88%; The net profit was 1.542 billion yuan, a year-on-year increase of 4.61%.
2、 Work of the board of directors during the reporting period
(I) board meeting
During the reporting period, the board of directors of the company held 13 meetings, deliberated and approved 60 proposals such as periodic reports, public issuance of corporate bonds and amendment of the articles of association, all of which were deliberated and passed, and fulfilled the decision-making and management responsibilities of the board of directors. The details are as follows:
1. On February 9, 2021, the company held the 18th meeting of the 9th board of directors by means of communication voting, deliberated and adopted three proposals: the proposal on changing the company’s directors, the self inspection report on improving the governance level and realizing high-quality development, and the proposal on convening the first interim shareholders’ meeting in 2021.
2. On March 11, 2021, the company held the 19th meeting of the 9th board of directors by means of on-site and communication voting, and considered and adopted 21 proposals such as the full text and summary of 2020 annual report.
3. On April 27, 2021, the company held the 20th meeting of the 9th board of directors by means of communication voting, and deliberated and adopted the report of the first quarter of 2021.
4. On June 7, 2021, the company held the 21st Meeting of the 9th board of directors by means of communication voting, The proposal on Issuing ultra short term financing bonds, the proposal on meeting the conditions for the company to issue corporate bonds on public shelves to professional investors, the proposal on the scheme of issuing corporate bonds on public shelves, and the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors and authorized persons of the board of directors to handle matters related to the issuance of corporate bonds on public shelves were reviewed and approved Four motions.
5. On June 25, 2021, the company held the 22nd Meeting of the 9th board of directors by means of communication voting, and considered and adopted two proposals: the proposal on changing the company’s directors and the proposal on convening the second extraordinary general meeting of shareholders in 2021.
6. On July 12, 2021, the company held the 23rd Meeting of the 9th board of directors by means of communication voting, deliberated and adopted three proposals: the proposal on electing the chairman of the company, the proposal on adding the members and chairman of the strategy committee of the 9th board of directors, and the proposal on Revising the management system for information disclosure of debt financing instruments of non-financial enterprises.
7. On August 24, 2021, the company held the 24th Meeting of the 9th board of directors by on-site and communication voting, Four proposals including the 2021 semi annual financial report, the full text and summary of the 2021 semi annual report, the report on the continuous risk assessment of AVIC Finance Co., Ltd. and the proposal on the investment and establishment of a joint venture by the innovation center of a wholly-owned subsidiary were reviewed and approved.
8. On October 27, 2021, the company held the 25th meeting of the ninth board of directors by means of communication voting, deliberated and adopted two proposals: the proposal on the pledge of equity and related party transactions of Tianma display technology, a wholly-owned subsidiary of Xiamen Tianma, and the proposal on convening the third extraordinary general meeting in 2021. 9. On October 29, 2021, the company held the 26th meeting of the 9th board of directors by means of communication voting, and deliberated and adopted the report of the third quarter of 2020.
10. On November 9, 2021, the company held the 27th meeting of the 9th board of directors by means of communication voting, and deliberated and adopted the proposal on the appointment of deputy general manager of the company.
11. On November 12, 2021, the company held the 28th meeting of the 9th board of directors by means of communication voting, Four proposals including the proposal on Amending the articles of association, the proposal on adding and changing non independent directors of the ninth board of directors, the proposal on adding independent directors of the ninth board of directors and the proposal on convening the fourth extraordinary general meeting of shareholders in 2021 were considered and adopted.
12. On November 19, 2021, the company held the 29th meeting of the 9th board of directors by means of communication voting, Five proposals including the proposal on adding and amending some articles of the articles of association, the proposal on Amending the rules of procedure of the general meeting of shareholders, the proposal on Amending the rules of procedure of the board of directors, the proposal on Amending the working rules of the general manager and the proposal on formulating the working system of the Secretary of the board of directors were considered and adopted. 13. On December 30, 2021, the company held the 30th meeting of the 9th board of directors by means of communication voting, The proposal on changing the company’s directors, the proposal on appointing the company’s general manager, the proposal on appointing the company’s general counsel, the proposal on adding members of the special committee of the ninth board of directors, the proposal on carrying out foreign exchange derivatives trading business and the feasibility analysis report on carrying out foreign exchange derivatives trading were reviewed and approved There are 9 proposals in the proposal on formulating the management measures for authorization by the board of directors, the proposal on formulating the reporting system of the board of directors to the general meeting of shareholders, and the proposal on convening the first extraordinary general meeting of shareholders in 2022.
(II) meetings of special committees of the board of directors
1. Meetings of the strategy committee
During the reporting period, the strategy committee of the board of directors held two meetings, as follows:
(1) On March 11, 2021, the company held the first meeting of the strategy committee of the ninth board of directors in 2021, deliberated and adopted the 2021 annual business plan, and agreed to submit it to the board of directors for deliberation.
(2) On August 24, 2021, the company held the second meeting of the strategy committee of the ninth board of directors in 2021, deliberated and approved the proposal on the investment and establishment of a joint venture by the innovation center of a wholly-owned subsidiary, and agreed to submit it to the board of directors for deliberation.
2. Audit committee meeting
During the reporting period, the audit committee of the board of directors held six meetings, as follows:
(1) On March 9, 2021, the company held the first meeting of the audit committee of the ninth board of directors in 2021 and the second communication meeting of 2020 audit.
(2) On March 11, 2021, the company held the second meeting of the audit committee of the ninth board of directors in 2021, Deliberated and passed seven proposals, including the 2020 financial report, the 2020 audit report, the proposal on accounting policy changes, the 2020 internal control evaluation report, the 2020 internal control system work report, the special report on the storage and use of raised funds in 2020, and the proposal on the appointment of accounting firms in 2021, Agree to submit it to the board of directors for deliberation.
(3) On April 26, 2021, the company held the third meeting of the audit committee of the ninth board of directors in 2021, deliberated and approved the report of the first quarter of 2021, and agreed to submit it to the board of directors for deliberation.
(4) On August 24, 2021, the company held the fourth meeting of the audit committee of the ninth board of directors in 2021, deliberated and approved two proposals: the 2021 semi annual financial report and the full text and summary of the 2021 semi annual report, and agreed to submit them to the board of directors for deliberation.
(5) On October 29, 2021, the company held the fifth meeting of the audit committee of the ninth board of directors in 2021, deliberated and approved the third quarter report of 2021, and agreed to submit it to the board of directors for deliberation.
(6) On December 30, 2021, the company held the sixth meeting of the audit committee of the ninth board of directors in 2021 and the first communication meeting of 2021 annual audit.
3. Nomination and remuneration committee meetings
During the reporting period,
