Shenzhen Fluence Technology Plc(300647)
Work report of the board of directors in 2021
In 2021, the board of directors of Shenzhen Fluence Technology Plc(300647) (hereinafter referred to as “the company”) performed its duties diligently, actively performed its duties and obligations, and effectively implemented the resolutions of the general meeting of shareholders in strict accordance with the company law, the securities law, the Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies and other laws and regulations, as well as the articles of association and rules of procedure of the board of directors, Earnestly safeguard the interests of the company and shareholders’ rights and interests, and ensure the standardized operation of the company. The work of the board of directors in 2021 is reported as follows:
1、 Completion of key work in 2021
1. Operation of the company
During the reporting period, the company realized an operating income of 579585600 yuan, a decrease of 4.88% over the same period of the previous year; The operating profit was -1993233 million yuan, a decrease of – 145479% over the same period of last year; The total profit was -198941400 yuan, a decrease of – 151238% over the same period of last year; The net profit attributable to the shareholders of the listed company was -1616664 million yuan, a decrease of – 114695% over the same period of the previous year.
As of December 31, 2021, the total assets of the company were 2088566900 yuan, an increase of 42.60% over the beginning of the period; The owner’s equity attributable to the shareholders of the listed company was 1013086000 yuan, an increase of 56.19% over the beginning of the period.
2. Grasp the development opportunity of 5g heat dissipation and overweight the layout of 5g heat dissipation industry
Since its establishment, the company has been deeply engaged in the field of heat dissipation. In order to grasp the development opportunity of 5g era, the company has issued shares to specific objects for the construction project of 5g heat dissipation Industrial Park and supplement working capital, and overweight the layout of 5g heat dissipation industry. With the approval of China Securities Regulatory Commission on approving Shenzhen Fluence Technology Plc(300647) to issue shares to specific objects for registration (zjxk [2020] No. 2570), the company issued 73816143 ordinary shares to 15 specific objects at an issue price of 7.18 yuan / share, with a total amount of raised funds of 530 million yuan. The above shares were listed on Shenzhen Stock Exchange on April 30, 2021. The issue of shares to specific objects further enhanced the company’s capital strength, reduced the asset liability ratio, and provided strong support for the company to optimize its industrial layout.
3. Comply with the development trend of the industry and build a domestic computer production base
During the reporting period, in order to further promote the business expansion of the company, the company signed the investment invitation contract of Yiyang high tech Zone with the Management Committee of Yiyang high tech Industrial Development Zone and Yiyang high Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) Development Investment Group Co., Ltd., and plans to invest 500 million yuan to build ” Shenzhen Fluence Technology Plc(300647) heat dissipation Industrial Park and domestic computer production base” in Yiyang high tech Zone. The investment and construction of Yiyang production base complies with the national policy guidance and the development trend of the industry market. If the project can be smoothly promoted, it will help the company seize the opportunity of China’s heat dissipation market, seize the power consumption of terminal equipment and improve the huge demand for new heat dissipation products, so as to further consolidate the industry leading advantage and enhance the industry competitiveness of the company.
4. Acquire excellent targets and accelerate the development of new energy cooling field
In August 2021, the company acquired 5% equity of Gejiu shengbihe Industrial Co., Ltd. (hereinafter referred to as “Gejiu shengbihe”) held by Beijing shengbihe Technology Co., Ltd. with its own capital of 15.5 million yuan. After the completion of this transaction, the company held 545008% equity of Gejiu shengbihe, and Gejiu shengbihe became the holding subsidiary of the company. Gejiu shengbihe is one of the first high-tech enterprises in China to enter the research, production and sales of lithium-ion battery materials. It has a complete industrial chain technology of “comprehensive recycling of waste lithium-ion battery materials → precursor / lithium carbonate → cathode materials”. Its main products include ternary materials, lithium cobalt oxide, lithium manganate and other cathode materials and precursors, which has great development potential. This transaction will accelerate the company’s development in the field of new energy cooling, which is in line with the company’s overall development strategy and conducive to the company’s industrial layout.
5. Information disclosure and insider information management
During the reporting period, the company did a good job in information disclosure management in strict accordance with the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, measures for the management of information disclosure of listed companies and other laws, regulations and departmental rules, as well as the articles of association, information disclosure management system, insider registration management system and other relevant systems of the company, Ensure the quality of information disclosure and the truthfulness, accuracy and completeness of the contents of the announcement, without false records, misleading statements and major omissions. At the same time, do a good job in internal information management to prevent internal information disclosure or insider trading.
6. Investor relations management
During the reporting period, the company strengthened communication with investors through multi-directional and multi-level communication methods such as investor hotline and interactive platform, and continuously improved the level of investor relations management. During the reporting period, the company held an online performance briefing for 2020 and actively participated in the 2021 online collective reception day for investors of listed companies under the jurisdiction of Shenzhen “communication, value transmission and communication to create a good ecology”, and conducted online exchanges with investors on corporate governance, business status, development strategy and other issues concerned by investors, which strengthened investors’ understanding of the company and established investors’ confidence in the development of the company, It has effectively enhanced the benign interaction between the company and investors.
2、 Daily operation of the board of directors
(I) convening of the board meeting
During the reporting period, the board of directors of the company strictly abided by the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant provisions, made decisions on relevant matters of the company, and the procedures were legal and compliant. The board of directors held 8 meetings throughout the year. The details are as follows:
1. On January 29, 2021, the company held the fourth meeting of the third board of directors, deliberated and approved three proposals, including the proposal on the authorization of the company to issue shares to specific objects, the proposal on the joint investment and establishment of joint ventures and related transactions between subsidiaries and related parties, and the proposal on the overseas investment and establishment of joint ventures by subsidiaries.
2. On March 5, 2021, the company held the fifth meeting of the third board of directors, deliberated and approved the proposal on extending the validity of the resolution of the general meeting of shareholders issuing shares to specific objects and the proposal on convening the second extraordinary general meeting of shareholders in 2021.
3. On April 27, 2021, the company held the sixth meeting of the third board of directors, deliberated and approved 17 proposals, including the 2020 annual report and its summary, the proposal on changes in accounting policies, and the proposal on the company’s application for credit line and related guarantee from financial institutions and similar financial enterprises.
4. On May 12, 2021, the company held the seventh meeting of the third board of directors, deliberated and approved five proposals, including the proposal on adjusting the amount of raised funds to be invested in investment projects with raised funds, the proposal on using raised funds to replace self raised funds invested in projects with raised funds in advance and paid issuance expenses, and the proposal on using temporarily idle raised funds for cash management.
5. On August 27, 2021, the company held the eighth meeting of the third board of directors, deliberated and approved two proposals, including the full text and summary of the 2021 semi annual report and the special report on the deposit and use of raised funds in 2021 semi annual report.
6. On August 23, 2021, the company held the ninth meeting of the third board of directors, deliberated and approved six proposals, including the proposal on acquiring part of the equity of Gejiu shengbihe Industrial Co., Ltd., the proposal on planning to invest in the construction of Yiyang production base and signing the investment promotion contract, and the proposal on Canceling Part of stock options.
7. On October 28, 2021, the company held the 10th meeting of the third board of directors, deliberated and adopted the third quarter report of 2021.
8. On November 11, 2021, the company held the 11th meeting of the third board of directors, deliberated and approved three proposals, including the proposal on providing counter guarantee for subsidiaries to apply for financing loans from financial institutions, the proposal on providing guarantee for holding subsidiaries to apply for comprehensive credit from financial institutions, and the proposal on convening the fifth extraordinary general meeting of shareholders in 2021.
(II) implementation of resolutions of the general meeting of shareholders
During the reporting period, the company held 6 general meetings of shareholders, and the board of directors fully implemented all matters decided by the general meeting of shareholders in strict accordance with the authorization of the general meeting of shareholders. The details are as follows:
1. On January 15, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on the company’s application for credit line and related party guarantee from the bank.
2. On March 22, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and adopted the proposal on extending the validity of the resolution of the general meeting of shareholders on issuing shares to specific objects.
3. On May 21, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and approved 11 proposals, including the 2020 annual report and its summary, the proposal on the renewal of the 2021 audit institution, and the proposal on the estimated 2021 guarantee amount.
4. On May 28, 2021, the company held the third extraordinary general meeting of shareholders in 2021, deliberated and adopted the proposal on changing the registered capital and amending the articles of association.
5. On September 10, 2021, the company held the fourth extraordinary general meeting of shareholders in 2021, which deliberated and approved three proposals, including the proposal on extending financial assistance and related party transactions to Gejiu shengbihe Industrial Co., Ltd., the proposal on planning to invest in the construction of Yiyang production base and signing the investment promotion contract, and the proposal on canceling some stock options.
6. On November 29, 2021, the company held the fifth extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on providing guarantee for holding subsidiaries to apply for comprehensive credit extension of financial institutions.
(III) performance of special committees under the board of directors
1. Performance of audit committee
The audit committee of the board of directors of the company has three members. The number and composition of the audit committee meet the requirements of laws, regulations and the articles of association. During the reporting period, the audit committee actively performed its duties in accordance with the company law, the securities law, the working rules of the audit committee of the board of directors and other relevant provisions, deliberated on the company’s financial report, internal control, employment of accounting firms, storage and use of raised funds, and effectively supervised the company’s financial audit.
2. Performance of the nomination committee
The nomination committee of the board of directors of the company has three members. The number and composition of the nomination committee meet the requirements of laws, regulations and the articles of association. During the reporting period, the nomination committee performed its duties with diligence in accordance with the relevant requirements of the working rules of the nomination committee of the board of directors, and played an important role in the selection of senior managers of the company.
3. Performance of the strategy committee
The strategy committee of the board of directors of the company has three members. The number and personnel composition of the strategy committee meet the requirements of laws, regulations and the articles of association. During the reporting period, the strategy committee performed its duties in accordance with the working rules of the strategy committee of the board of directors, studied and put forward opinions or suggestions on matters related to the company’s major strategic development in combination with the development trend of the industry and the actual situation of the company’s development.
4. Performance of remuneration and assessment committee
The remuneration and assessment committee of the board of directors of the company has three members. The number and composition of the remuneration and assessment committee meet the requirements of laws, regulations and the articles of association. During the reporting period, the remuneration and appraisal committee performed its duties diligently, continuously studied and reviewed the remuneration policies, standards and schemes of the company’s directors and senior managers, and put forward constructive opinions on the company’s remuneration policies, performance management and various incentive measures.
3、 Performance of duties of independent directors in 2021
During the reporting period, the independent directors of the company faithfully and diligently performed their duties in strict accordance with the relevant provisions of laws, regulations and rules, such as the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the articles of association and the working system of independent directors, During their tenure, independent directors Mr. Gong Zhaohui and Mr. Yang Wen actively attended the meetings of the board of directors and special committees of the board of directors, carefully considered various proposals of the board of directors, expressed independent opinions on relevant matters, gave full play to the role of independent directors and professional committees, actively paid attention to and participated in the research on the development of the company, and put forward opinions and suggestions for many works of the company, Effectively safeguard the interests of the company and investors.
4、 Priorities of the board of directors in 2022
1. Give full play to the core role of the board of directors in corporate governance, continuously optimize the corporate governance structure, strengthen the construction of internal control system, and further improve the standard operation level of the company; Give full play to the supervisory role of independent directors in the company’s operation, decision-making and major events, and provide compliance guarantee for the company’s major event decision-making. 2. Do a good job in the company’s information disclosure. The board of directors of the company will continue to perform the obligation of information disclosure in strict accordance with the company law, the securities law, the measures for the administration of information disclosure of listed companies, the rules for the listing of shares on the gem of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen stock exchange No. 2 – standardized operation of companies listed on the gem and other laws, regulations, normative documents, the articles of association and other relevant provisions, Effectively improve the transparency of the company’s standardized operation.
3. Strengthen the study and training of all directors, supervisors and senior managers, actively organize and participate in the study of relevant laws, regulations and rules, improve the self-discipline awareness and duty performance ability of directors, supervisors and senior managers, improve the scientificity and efficiency of decision-making, and give better play to the core functions of the board of directors in the company. 4. Actively carry out the management of investor relations and safeguard the rights and interests of investors according to law. Investor relationship management is not only an important part of listed company governance, but also an important factor to measure the high-quality development of listed companies. The company will further strengthen the management of investor relations with the goal of improving the quality of listed companies and guided by the needs of investors.
