Suzhou Thvow Technology Co.Ltd(002564)
Work report of the board of directors in 2021
During the reporting period, Suzhou Thvow Technology Co.Ltd(002564) faced with adverse objective conditions, he sought survival in difficulties. The company implements the strategic deployment of Shanghai Electric Group Company Limited(601727) group “steady progress, integrity and innovation, and unswervingly promote the group to achieve high-quality development”, actively overcome difficulties and promote the orderly development of all work. The work report of the board of directors in 2021 is as follows.
1、 Business indicators of the company
In 2021, the company achieved a total operating revenue of 6.807 billion yuan, a decrease of 11.74% over the same period of last year; The operating profit was -856 million yuan, an increase of 48.78% over the same period last year; The total profit was -858 million yuan, an increase of 48.77% over the same period last year; The net profit attributable to shareholders of listed companies was -693 million yuan, an increase of 40.21% over the same period of last year, and the net outflow of operating cash flow was 615 million yuan.
During the reporting period, all business segments of the company generally maintained normal operation. The high-end equipment business maintained growth and the national defense construction business increased steadily. However, the overall business income of the company did not increase significantly because the sales revenue of the new energy business of the company’s energy engineering sector did not meet expectations. At the same time, the company strengthened the collection of accounts receivable and actively collected them. The total original value of accounts receivable at the end of the period decreased compared with that at the beginning of the period.
2、 Daily work of the board of directors during the reporting period
(I) convening of shareholders’ meeting and implementation of resolutions
During the reporting period, the company held the first extraordinary general meeting in 2021, the annual general meeting in 2020, the second extraordinary general meeting in 2021, the third extraordinary general meeting in 2021 and the fourth extraordinary general meeting in 2021. The convening, convening and voting procedures of the meeting comply with the provisions of laws, regulations and normative documents such as the company law, the Listing Rules of Shenzhen Stock Exchange, the articles of association and the rules of procedure of the general meeting of shareholders. The board of directors implemented the resolutions according to the deliberation results of the general meeting of shareholders.
(II) daily work of the board of directors
In 2021, the board of directors of the company held 11 board meetings in accordance with the relevant provisions of the company law, the securities law and the articles of association. The number of directors participating in the meeting met the statutory requirements, and the convening, convening and voting procedures of the board of directors met the provisions of the company law, the articles of association and the rules of procedure of the board of directors. The details are as follows:
Proposal on the meeting time of the board of directors
The second proposal of the Fourth Board of directors on changing the business scope and amending the articles of Association
Proposal on convening the first extraordinary general meeting of shareholders in 2021 at the 15th meeting on January 5, 2021
Proposal of the second session of the Fourth Board of directors on the proposed public listing and transfer of 100% equity of wholly-owned subsidiaries
16th meeting 2021.1.25
Proposal of the second session of the Fourth Board of directors on the provision for asset impairment in 2020
17th meeting March 10, 2021
2020 general manager’s work report
2020 work report of the board of directors (work report of independent directors)
Proposal on the company’s 2020 financial final accounts report
Proposal on the company’s 2020 profit distribution plan
Proposal on 2020 annual report and summary of the company
Proposal on internal control of the company in 2020
Proposal on providing external guarantee amount in 2021
Proposal on providing counter guarantee and related party transactions to controlling shareholders in 2021 proposal on Authorizing the company and its holding subsidiaries to finance in 2021 at the second meeting of the Fourth Board of directors proposal on confirming the daily related party transactions in 2020 and the daily related party transactions expected in 2021 on March 15, 2021
Proposal on nominating candidates for independent directors of the Fourth Board of directors
Proposal on the remuneration scheme of directors, supervisors and senior managers in 2021
Proposal on the proposed reappointment of the accounting firm in 2021
Proposal on appointing the director of audit risk control department of the company
Proposal on the appointment of deputy general manager of the company
Proposal on convening the 2020 annual general meeting of shareholders
Proposal on the full text and text of the company’s report for the first quarter of 2021
Proposal on adjusting the composition of special committees of the board of directors
Proposal on carrying out comprehensive financial business service cooperation with related party financial companies and closing the second 2021.4.27 joint transaction of the Fourth Board of directors
Proposal of the 19th Meeting on the outstanding losses reaching one third of the total paid in share capital
Proposal on cancellation of the special equity incentive plan for the management of China sinogy Power Engineering Co., Ltd. if the exercise conditions are not met in the third exercise period
Proposal on convening the second extraordinary general meeting of shareholders in 2021
Proposal on signing the framework agreement of the 10th Conference on financial services with related party financial companies on related party transactions in the third session of the Fourth Board of directors on May 6, 2021
Proposal on the meeting time of the board of directors
Risk assessment report on related party financial companies
Risk disposal plan for related party transactions with related party financial companies
Proposal of the third session of the Fourth Board of directors on signing the financial service agreement with related party financial companies and the 11th meeting of related party communications on May 31, 2021
Proposal on convening the third extraordinary general meeting of shareholders in 2021
Proposal of the third session of the Fourth Board of directors on the holding subsidiary’s carrying out accounts receivable factoring business
12th meeting July 19, 2021
Proposal of the third session of the Fourth Board of directors on the company’s 2021 semi annual report and summary
Proposal on Amending the articles of association at the 13th meeting on August 24, 2021
Proposal on convening the fourth extraordinary general meeting of shareholders in 2021
Proposal on the adjustment of senior managers in the third session of the Fourth Board of directors on October 20, 2021
Fourteenth meeting
Proposal of the third session of the Fourth Board of directors on the company’s report for the third quarter of 2021
15th meeting October 26, 2021
(III) performance of professional committees of the board of directors
The strategy committee, audit committee, remuneration and assessment committee and Nomination Committee under the board of directors have further improved the corporate governance structure and helped to give better play to the role of independent directors.
During the reporting period, all members scrupulously performed their duties, performed their duties honestly and faithfully, actively participated in the meetings of the board of directors and the general meeting of shareholders, gave full play to their professional expertise, skills and experience, actively performed their duties, and effectively safeguarded the rights and interests of the company and shareholders, especially the shareholders of social public shares.
1. Performance of the strategy committee
The strategy committee under the board of directors is composed of five directors, and the chairman acts as the convener. The strategy committee of the board of directors of the company has been studying the impact of national macroeconomic policies and structural adjustment on the company, tracking the development trend of the same industry at home and abroad, and putting forward suggestions on structural adjustment, capital operation and long-term development to the board of directors of the company in combination with the requirements of the company’s strategic development, which plays a positive and good role in promoting the transformation of the company’s mode, adjusting the structure and avoiding market risks. During the reporting period, the company’s Strategic Development Committee held two meetings in strict accordance with the articles of association, the working system of the strategic development committee of the board of directors and other relevant provisions, and deliberated and adopted relevant proposals.
2. Performance of the audit committee
(1) Daily work
The audit committee operates in accordance with the working system of the audit committee of the board of directors, holds regular meetings to review the internal audit report submitted by the internal audit department, and regularly communicates with the board of directors to report the work. During the reporting period, the audit committee did not find any major problems in the company’s internal control.
(2) Meetings held
During the reporting period, the audit committee of the board of directors of the company held five meetings to consider the company’s periodic report, the work report of the internal audit department and other proposals, and form relevant proposals into resolutions.
(3) Supervision of audit work of accounting firms
The members of the audit committee shall supervise the annual audit work in strict accordance with the 2020 audit schedule, pay attention to the audit progress, communicate with the annual audit accountant in time, and ensure that the accounting firm submits the 2020 annual audit report of the company within the agreed time.
3. Performance of remuneration and assessment committee
The remuneration and assessment committee under the board of directors is composed of three directors, including two independent directors and one independent director as the convener. It is mainly responsible for formulating the assessment standards of the company’s directors and senior managers, assessing, formulating and reviewing the remuneration policies and plans of the company’s directors and senior managers. During the reporting period, the remuneration and assessment committee carried out its work in strict accordance with the working system of the remuneration and assessment committee of the board of directors of the company, held a total of one meeting, and considered and approved the remuneration scheme for directors and senior managers of the company in 2021. 4. Performance of the nomination committee
The nomination committee of the board of directors is composed of three directors, including two independent directors and one independent director as the convener. It is mainly responsible for reviewing and making suggestions on the candidates, selection criteria and procedures of directors and senior managers of the company. During the reporting period, the nomination committee carried out its work in strict accordance with the working system of the nomination committee of the board of directors of the company, held a total of 1 meeting, and considered and adopted relevant proposals.
3、 Main business work during the reporting period
(I) operation of three main businesses
1. Energy engineering service business
During the reporting period, China machine power strengthened the organization and leadership of key projects, attached great importance to and made careful deployment, and promoted the orderly implementation of various projects. Through Shanghai Electric Group Company Limited(601727) brand advantages, optimize the supplier system, adopt the procurement mode of centralized procurement and framework agreement, and continue to implement the management requirements of “cost reduction and efficiency increase”. Liaoning Anlian cogeneration expansion project was signed. The project is planned to be jointly implemented by China machine power in collaboration with several industrial groups under Shanghai Electric Group Company Limited(601727) company. It adopts three-dimensional digital design and will realize digital handover for the first time. Dongguan Zhongtang gas turbine cogeneration project, which was independently designed and EPC contracted for the first time, won a phased victory. Unit 1 completed 168 hour full load test run, officially handed over and put into commercial operation.
2. High end equipment manufacturing business
During the reporting period, Zhang Huaji continued to carry out customer industry extension and product transformation and upgrading around the needs of market customers. The transformation of product structure from “large and comprehensive” to “special and heavy” has been successful, and the strategic deployment of transformation from conventional ordinary carbon steel tower to PTA industry special equipment, high-efficiency heat exchanger, duplex steel, stainless steel and other high value-added products has been realized. Major breakthroughs have been made in the market development of new products. Some products of vanadium steel forging and welding hydrogenation reactor, Po reactor of propylene oxide project, Hengli Petrochemical Co.Ltd(600346) oxidation reactor project and crystallizer project have been delivered, and preliminary preparations have been made for developing the market of wound tube heat exchanger and starting the manufacture of methanol synthesis tower. During the reporting period, the downstream chemical equipment market of petrochemical industry developed rapidly, and the prosperity of small and medium-sized chemical equipment market provided good market support for the stable development of Zhanghua machinery.
3. National defense construction business
During the reporting period, Hongqi shipyard improved the safety production standard, promoted the safety and environmental management level, improved the system and improved the internal control
