Fuyao Glass Industry Group Co.Ltd(600660) 2021 annual general meeting of shareholders
meeting
Discuss
Endowment
material
April 28, 2002
catalogue
1、 Work report of the board of directors in 2021 3 II. Work report of the board of supervisors in 202113 III. financial statement report of 202116 IV. profit distribution plan for 202119 v. 2021 annual report and summary of annual report 21 VI. proposal on renewing the appointment of PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) as the domestic audit institution and internal control audit institution of the company in 202222 VII. Proposal on renewing the appointment of Luo Bingxian Yongdao certified public accountants as the company’s overseas audit institution in 202226 VIII. Work report of independent directors in 202127 IX. proposal on insuring liability insurance for directors, supervisors and senior managers of the company 35 X. proposal on Amending the articles of Association 36 Xi. Proposal on Amending the rules of procedure of the general meeting of shareholders 50 XII. Proposal on Amending the rules of procedure of the board of Directors 54 XIII. Proposal on Amending the independent director system 61 Fuyao Glass Industry Group Co.Ltd(600660) shareholders’ meeting information I:
Fuyao Glass Industry Group Co.Ltd(600660)
Work report of the board of directors in 2021
Fuyao Glass Industry Group Co.Ltd(600660) chairman Cao Dewang
Dear shareholders and their agents
Now, on behalf of the board of directors of Fuyao Glass Industry Group Co.Ltd(600660) (hereinafter referred to as “the company”, “the company” and “Fuyao”), I would like to make a report on the work of the board of directors in 2021 (reporting period) (the financial data involved are prepared in accordance with the Chinese accounting standards for business enterprises).
1、 Discussion and analysis of the board of directors on the operation of the company during the reporting period
(I) review of the company’s business
As a global leader in the design, development, manufacturing, supply and service of automotive glass and automotive float glass, Fuyao pursues the brand development strategy of leading technology and rapid response. During the reporting period, the company continuously provided automobile safety glass products and services with the wisdom and care of Fuyao people for global automobile manufacturers and maintenance markets, provided intelligent, safe, comfortable, environmental friendly and more fashionable solutions for automobile safety glass and automobile accessories for global automobile users, and continuously improved the happy experience of drivers and passengers.
In 2021, the global economy revived in the New Coronavirus pneumonia epidemic situation. However, the problem of instability in the recovery foundation, virus mutation, automobile core shortage, high commodity prices, rising maritime charges and geopolitical tensions remained. The global supply chain system is being reconstructed, and the global economic recovery and growth still need a process. Facing the severe environment, we turn danger into opportunity, consolidate the foundation and practice our internal skills to further improve the comprehensive competitiveness of the company.
According to the statistics of the world automobile Organization (oica), the global automobile production in 2021 was 80.155 million, with a year-on-year increase of 3.1%, of which the automobile production in China was 26.082 million, with a year-on-year increase of 3.4%, and the automobile production in other countries except China increased by 3.0%. During the reporting period, the consolidated operating income of the company was 23 Shenzhen Hopewind Electric Co.Ltd(603063) 400 yuan, an increase of 18.57% over the same period of last year, far exceeding the average growth level of the industry; The total profit was 38188421 million yuan, an increase of 22.81% over the same period of the previous year, and the net profit attributable to the shareholders of the listed company was 3146167100 yuan, an increase of 20.97% over the same period of the previous year; Earnings per share reached 1.23 yuan, an increase of 18.27% over the same period last year.
1. The total profit in the reporting period increased by 23.29% over the same period of last year, of which the exchange loss in the reporting period was 528063 million yuan and the exchange loss in the same period of last year was 4224677 million yuan. If the impact of exchange gains and losses is deducted, the total profit in the reporting period increased by 23.07% over the same period of last year.
2. During the reporting period, the company changed the relevant transportation costs from the expenses originally included in the current period to amortized to the operating costs on the same basis as the recognition of goods or services revenue according to the implementation questions and answers of the Ministry of Finance on the accounting standards for business enterprises in November 2021; The daily repair expenses of fixed assets related to the production and processing of inventories are changed from the expenses originally included in the current period to be treated according to the principle of determining the cost of inventories. At the same time, the company made retroactive adjustments for 2019 and 2020. After the above accounting policy changes, the gross profit margin in the reporting period was 35.90%, 36.50% in the same period of last year, with a year-on-year decrease of 0.60 percentage points, mainly due to the impact of the price rise of sea freight and soda ash, of which the price rise of sea freight was RMB 231 million year-on-year, affecting the gross profit margin to decrease by 0.98 percentage points year-on-year; The gross profit rate of soda ash decreased by 1.07 percentage points year-on-year. During the reporting period, focusing on the group’s business strategy, the company continued to focus on “continuously creating value for customers”, market-oriented, supported by technological innovation and guaranteed by standardized management, committed to improving the company’s comprehensive competitiveness, and mainly carried out the following work:
1. Enhance the market competitiveness and anti risk ability of automotive glass: the company always adheres to the active marketing strategy of customer orientation and ultimate user experience, establishes an all-round sales management mechanism, maintains market sensitivity, actively expands new customers and markets, and plays a leading role in sales. Through the above measures, the revenue of automotive glass is better than that of the automotive industry, the market share has reached a new height, the total sales have reached a new level, and the ability to resist market risks has been enhanced.
2. Continue to promote the “four in one and double drive” business management mode: the company takes the “four in one” of “product, personality, quality and taste” as the core of the system, takes “Fuyao excellent management system” as the guarantee, and drives the lifelong improvement of personality and continuous iteration of products through the value creation of “creating demand, steady R & D, collaborative supply, lean intelligent manufacturing and agile service”, Achieve the quality goal of “high performance, high stability and high performance” and promote the development of enterprises. Therefore, Fuyao won the fourth China Quality Award and the highest honor in China’s manufacturing industry.
3. Promote product value-added upgrading: the company continued to promote the development of automotive glass in the direction of “safety and comfort, energy conservation and environmental protection, beauty and fashion, and intelligent integration”. The proportion of high value-added products such as intelligent panoramic ceiling glass, dimmable glass, head up display glass, ultra insulating glass, lightweight ultra-thin glass and coated heating glass continued to increase, accounting for an increase of 3.31 percentage points over the same period of last year, which reflected the value.
4. Increase the depth and breadth of improving quality and efficiency: the company continues to improve production flexibility with intelligent manufacturing, and continues to promote production procedures, standardization and standardization with the rate of one-time finished products as the starting point, so as to achieve high-efficiency and low-cost economies of scale; At the same time, the company continues to promote the process of lean operation and automation informatization, implement various measures of comprehensive cost control, promote the quality and efficiency improvement of the whole industrial chain, save energy and reduce cost, and enhance the anti risk ability of the enterprise. 5. R & D innovation and technology leadership: the company grasps the trends of electric power, Internet connection, intelligence and sharing in the automotive industry, promotes its technology application in automotive glass, adheres to the market-oriented and product-oriented R & D mechanism, and vigorously develops high value-added products with independent intellectual property rights around green, intelligence, functional integration and other elements; Reshape the R & D team and management mechanism, form a one-stop technical team for R & D, design and development, ensure the landing of new technology products, and ensure the transformation of Fuyao scientific and technological achievements into productivity.
6. Consolidate the foundation of development: the company continues to carry forward the core values of “diligence, simplicity, learning and innovation”, implement the “happiness project” of employees, stabilize the team, train internally and externally, develop in coordination, improve organizational efficiency and value creation ability, and consolidate the foundation of the company’s development.
(II) development, performance or status of the company’s business
Most of the company’s revenue comes from providing high-quality automotive glass design, supply and services. The company also produces and sells float glass (the main raw material used in the production of automobile glass) and automobile accessories. The following table sets out a summary of the financial ratios for the periods and dates shown:
Financial indicators for the year ended December 31
20212020 2019
Revenue growth (1) 18.57% – 5.67% 4.35%
Net profit growth (2) 20.96% – 10.34% – 29.44%
Gross profit margin (3): 35.90%, 36.50%, 34.57%
Net profit margin before interest and tax (4) 17.53%, 17.40%, 17.36%
Net profit margin (5): 13.32%, 13.05%, 13.73%
Weighted average return on net assets (6) 12.96% 12.06% 14.11%
Return on total assets (7): 7.02%, 6.76%, 7.46%
Asset liability ratio (8): 41.29%, 43.81%, 44.96%
Turnover days of accounts receivable (excluding notes receivable) (9) 62 66 61
Inventory turnover days (10) 91 94 86
Note: (1) income growth = (operating income in the period ÷ operating income in the previous period – 1) × 100%； (2) Net profit growth = (net profit in the period ÷ net profit in the previous period – 1) × 100%； (3) Gross profit margin = (gross profit during the period ÷ operating income) × 100%； (4) Net profit margin before interest and tax = (sum of net profit before interest and income tax expenses in the period ÷ operating income) × 100%； (5) Net profit margin = (net profit during the period ÷ operating income) × 100%； (6) Weighted average return on net assets = net profit attributable to shareholders of listed company during the period ÷ weighted net assets attributable to shareholders of listed company × 100%； (7) Return on total assets = (net profit in the period ÷ total assets at the end of the period) × 100%； (8) Asset liability ratio = (total liabilities ÷ total assets) × 100%； (9) Turnover days of accounts receivable = [(accounts receivable at the beginning of the period + accounts receivable at the end of the period) ÷ 2] ÷ sales revenue × 360 days; (10) Inventory turnover days = [(opening inventory balance + ending inventory balance) ÷ 2] ÷ sales cost × 360 days.
The company chooses representative financial indicators from profitability, operation ability and solvency to analyze the company’s growth ability. The company’s revenue increased by 18.57% year-on-year in 2021; Net profit increased by 20.96% year-on-year; The company’s asset liability ratio was 41.29% on December 31, 2021, maintaining strong solvency; The company’s accounts receivable (excluding notes receivable) turnover days and inventory turnover days in 2021 are 62 days and 91 days respectively, maintaining the normal turnover efficiency level of the company. The company continues to strengthen enterprise operation and management, improve the comprehensive competitiveness of the enterprise, and continuously create value for shareholders.
2、 Discussion and Analysis on the future development of the company
(I) development pattern and industry competition trend
According to the statistics of China Automobile Industry Association, automobile production and sales showed year-on-year growth in 2021, ending the decline for three consecutive years since 2018. In 2021, the production and sales of cars were 26.082 million and 26.275 million respectively, with a year-on-year increase of 3.4% and 3.8% respectively. Among them, the production and sales of passenger cars were 21.408 million and 21.482 million respectively, with a year-on-year increase of 7.1% and 6.5% respectively. By 2021, China’s automobile production and sales had ranked first in the world for 13 consecutive years.
In the short term, the automobile market is recovering, but the foundation is still unstable. On the one hand, all countries are taking epidemic prevention measures, but the epidemic situation is repeated, the unstable factors of the global automobile supply chain are increasing, and the uncertain factors of the automobile market still exist; On the other hand, with the gradual improvement of China’s epidemic prevention and control situation and the gradual improvement of residents’ income level, the national and local governments have issued and implemented various policies to promote automobile consumption, such as optimizing the purchase restriction policy, carrying out a new round of automobile going to the countryside and exchanging the old for the new, which has accelerated the recovery of the automobile market.
From the perspective of the global automobile industry structure, the proportion of developing countries in the automobile industry is increasing, and the influence is increasing; However, in terms of car ownership, there is still a huge gap between China and developed countries in terms of car popularity. Developed countries such as the United States, Japan and Germany have more than 50 cars per 100 people, while China has only about 21 cars per 100 people in 2021. There is still a large gap between China and major developed countries. Compared with China’s population, the proportion of middle-income people and per capita GDP, China’s potential automobile consumption potential is huge, and the industry that provides supporting facilities for the automobile industry still has large development space.
At present, the “electrification, networking, intelligence and sharing” (new four modernizations) of automobile has become the trend and trend of the development of automobile industry. The automobile market has entered a new development stage of diversified demand and structural optimization. The penetration rate of new energy vehicles has been increasing. Intelligent vehicles have also entered the stage of popular application. Cars are no longer a simple means of transportation. Now cars are changing towards a mobile intelligent terminal. With the development of the new four modernizations of automobile, more and more new technologies are integrated into automobile glass, which puts forward new requirements for automobile glass
