Shenzhen Xinhao Photoelectricity Technology Co.Ltd(301051)
Work report of the board of directors in 2021
In 2021, the board of directors of Shenzhen Xinhao Photoelectricity Technology Co.Ltd(301051) (hereinafter referred to as "the company") strictly followed the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, 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 other company systems, and all directors performed their duties and Actively and effectively exercise their functions and powers, strictly implement the resolutions of the general meeting of shareholders, diligently carry out the work of the board of directors, seriously promote the effective implementation of the resolutions of the meeting, and ensure the good operation and sustainable development of the company.
The report on the work of the board of directors in 2021 is as follows:
1、 Review of the company's overall operation in 2021
In 2021, the international environment will be complex and severe, the epidemic in China will spread in many places, the global double carbon policy will continue to promote, and the comprehensive recovery of household consumption still faces many challenges. In the face of complex internal and external situations, the company adheres to the bottom line of legal operation, flexibly responds to market and industry changes, continues to strengthen R & D, optimize product structure and market strategy, and steadily expand production capacity to meet customer order requirements. At the same time, the company was successfully listed on the gem of Shenzhen Stock Exchange in 2021, achieved rapid capacity expansion through the acquisition of DAHAO Technology (Dongguan) Co., Ltd. (hereinafter referred to as "DAHAO technology"), established a joint venture with strategic partners, and actively distributed the business of European and American customers. These measures have laid a solid foundation for the long-term sustainable and healthy development of the company.
During the reporting period, the company's main operation and management work and achievements are as follows:
(I) the production and operation remained stable and the scale of revenue increased rapidly
During the reporting period, the company achieved an operating revenue of 1876776900 yuan, an increase of 543868200 yuan over the same period last year, an increase of 40.80%. The company sold 239458500 pieces of glass protective screen products throughout the year, an increase of 874852 million pieces over the same period last year, an increase of 57.57%. The growth of sales volume led to a corresponding increase in operating revenue. This year, the company's products achieved multi-dimensional expansion, 3D products achieved mass production, and the sales revenue of glass protective screens for wearable products, tablet computers and other new generation intelligent terminals increased. This year, the company won the superior supplier award or quality award of Samsung display, Huaxing optoelectronics and other customers. The company's product quality and stable supply ability have been recognized by many core customers.
During the reporting period, the company realized a net profit attributable to the parent company of 155834 million yuan, a decrease of 28.80% over the same period of the previous year, mainly due to the intensification of competition, covid-19 epidemic, the increase of human costs, the increase of R & D projects and other comprehensive factors.
(II) successful listing on GEM to boost future development
20000000 ordinary shares in RMB were issued and 1976 million yuan was raised. The company's listing on the gem has promoted the company's standardized development, enriched the company's financing channels, and further improved the company's brand value and market influence. At the same time, after the raised funds are in place, the company's net assets and total assets will increase significantly, and the company's anti risk ability will be significantly enhanced, which is conducive to maintaining the stability and sustainability of the company's business development. The raised funds are invested in the "Huangshi Xinbo Technology Co., Ltd. electronic product glass protective screen construction project". After the project is completed, it will greatly strengthen the company's production capacity of electronic product glass protective screens such as 3D product glass, large-size product glass and wearable product glass, timely meet the product needs of major brand customers in the global consumer electronics industry, and further improve the company's competitiveness and market share.
(II) promote coordinated development and strategic layout of European and American businesses
This year, Guangdong Xinhao, a wholly-owned subsidiary of the company, and Likai precision, a strategic partner Luxshare Precision Industry Co.Ltd(002475) holding subsidiary of the company, jointly invested in the establishment of Lihao optoelectronics. The registered capital of the joint venture is RMB 200 million, of which Guangdong Xinhao holds 51% of the equity of Lihao Optoelectronics and is the controlling party of the joint venture.
The company has been deeply engaged in the glass protective screen industry for many years and has the advantages of leading process technology, management and yield. Likai precision has rich experience in developing and serving European and American customers, and has leading technology, R & D, automatic processing and market capabilities in the field of computer and consumer electronic precision structural parts. The two sides have obvious complementary and synergistic advantages. During the reporting period, the establishment of Lihao optoelectronics will help the cooperation parties form a joint force in the business development of core customers in Europe and America, and lay a solid foundation for the company's future market development.
(IV) obtain industrial space for sustainable development through mergers and acquisitions and rapidly expand production capacity
In 2021, the company acquired 61.75% of the equity of DAHAO technology, formed a controlling interest in it and included it in the consolidated statements. DAHAO technology is located in the production Park of Dongguan Songshan Lake, with a construction area of 125100 square meters. When the park is invested and constructed, it is designed according to the characteristics of touch display products, with sufficient available capacity space (production area of about 90000 square meters), complete production supporting facilities and complete environmental protection approval procedures. At the same time, Dongguan Songshan Lake gathers well-known consumer electronics enterprises such as Huawei, vivo and oppo. The industrial chain is relatively mature and close to the company's existing production base, which is conducive to the company's overall planning and production coordination. After the company controlled DAHAO technology, DAHAO technology, as an important production base of the company, realized the rapid improvement of the company's high-quality production capacity and met the industrial space demand brought by the rapid growth of the company's revenue scale.
The company will expand the share of equity in DAHAO technology through acquisition and capital increase, invest in equipment and expand production capacity. The company has completed some plant decoration, equipment selection and ordering, and strive to achieve large-scale mass production as soon as possible.
Due to the large scale of DAHAO science and Technology Industrial Park, a certain amount of leisure will be caused before all factories and dormitories are put into use
2、 Daily work of the board of directors
(I) convening of the board of directors and shareholders' meeting
1. Convening of the board of directors
In 2021, the board of directors of the company held 7 meetings in total. The convening, convening and voting procedures of the meeting were in accordance with the relevant provisions of the company law and the articles of association. The details are as follows:
Meeting date and resolution content
(1) The proposal on extending the validity period of the resolution of the shareholders' meeting on initial public offering of shares and the validity period of the authorization to the board of directors by the second directors' shareholders' meeting was deliberated and adopted
On January 15, 2021 (2), the seventh meeting of the board of directors deliberated and approved the proposal on the company's application for bank credit line and provision of guarantee
(3) the proposal on Exempting the time limit for convening the first extraordinary general meeting of shareholders in 2021 was deliberated and adopted
(4) The proposal on convening the first extraordinary general meeting of shareholders of the company in 2021 was deliberated and adopted
(1) Deliberated and passed the proposal of 2020 general manager's work report
(2) Deliberated and adopted the proposal on the work report of the board of directors in 2020
(3) Deliberated and passed the proposal on the work report of independent directors in 2020
The second board of directors (4) deliberated and approved the proposal of 2020 annual bonus plan
On March 13, 2021 (5), the 8th meeting of the board of directors deliberated and adopted the proposal of 2020 profit distribution plan
(6) deliberated and passed the proposal on the company's organizational structure, management responsibilities and management remuneration (7) deliberated and passed the proposal on the remuneration of the directors and supervisors of the second board of directors and the board of supervisors in 2021 (8)
(9) The proposal on employing the company's 2021 financial audit institution was reviewed and approved
(10) Deliberated and passed the proposal on convening the 2020 annual general meeting of shareholders of the company
The second board of directors (1) deliberated and approved the proposal on the articles of Association (Draft) of Shenzhen Shenzhen Xinhao Photoelectricity Technology Co.Ltd(301051) Technology Co., Ltd. on July 23, 2021 at the ninth meeting of Shenzhen Shenzhen Xinhao Photoelectricity Technology Co.Ltd(301051) Technology Co., Ltd. after the issuance and listing
Resolution (2) the proposal on convening the second extraordinary general meeting of shareholders in 2021 was deliberated and adopted
The second board of directors (1) deliberated and approved the proposal on using the raised funds to replace the self raised funds invested in the raised projects in advance and the paid issuance expenses
On September 5, 2021, the 10th meeting of the board of directors (2) deliberated and approved the proposal on using some idle raised funds for cash management (3) deliberated and approved the proposal on changing registered capital, company type and amending the articles of association
The second director
On September 21, 2021 (1), the 11th meeting of the board of directors deliberated and approved the proposal on the acquisition of 46.75% equity of Dongguan Junda Touch Technology Co., Ltd. by a wholly-owned subsidiary
The second director
On October 26, 2021 (1), the 12th session of the board of directors deliberated and adopted the proposal on the third quarter report of 2021
Meeting resolution
(1) The proposal on using part of the over raised funds to acquire 15.00% equity of Dongguan Junda Touch Technology Co., Ltd. for the second term of directors was deliberated and adopted
(2) Deliberated and adopted the proposal of the 13th 2021 / 11 / 9 conference on joint investment and establishment of joint ventures and related party transactions with related parties
The resolution of the meeting (3) deliberated and adopted the proposal on applying for comprehensive credit line from the bank
(4) Deliberated and passed the proposal on changes in accounting estimates
(5) The proposal on convening the third extraordinary general meeting of shareholders in 2021 was deliberated and adopted
2. Convening of general meeting of shareholders
In 2021, the company held four general meetings of shareholders, and the convening, convening and voting procedures of the meetings were in line with the relevant provisions of the company law and the articles of association.
The details are as follows:
Meeting date and resolution content
(1) Deliberated and adopted the resolution on extending the validity of the shareholders' meeting on initial public offering of shares
Proposal on the validity period of the authorization of the board of directors by the first and general meeting of shareholders in 2021
The extraordinary general meeting of shareholders deliberated and approved the proposal on the company's application for bank credit line and provision of guarantee on January 16, 2021 (2)
(3) When the notice on Exemption of the company's first extraordinary general meeting in 2021 was deliberated and adopted
Limited motion
(1) Deliberated and adopted the financial report of the company for the last three years and the final financial statement report for 2020
Proposal for
(2) Deliberated and adopted the proposal on the work report of the board of directors in 2020
(3) Deliberated and passed the proposal on the work report of the board of supervisors in 2020
In 2020 (4), the proposal on 2020 profit distribution plan was deliberated and approved
On April 10, 2021 (5), the general meeting of shareholders deliberated and approved the proposal on the remuneration of the directors of the second board of directors of the company in 2021
(6) The proposal on confirming the remuneration of director Ms. Wang Yayuan in 2021 was deliberated and adopted
(7) The proposal on confirming the remuneration of director Mr. Liang Guohao in 2021 was deliberated and adopted
(8) The proposal on the remuneration of supervisors of the second board of supervisors of the company in 2021 was deliberated and adopted
(9) The proposal on employing the company's 2021 financial audit institution was reviewed and approved
The Shenzhen Xinhao Photoelectricity Technology Co.Ltd(301051) articles of Association (Draft) was deliberated and adopted for the second time (1) in 2021
Proposal of the extraordinary general meeting of shareholders
(1) Deliberated and adopted the "on using some over raised funds to acquire Dongguan Junda touch technology"
Proposal on 15.00% equity of the third limited company in 2021
Extraordinary general meeting 2021 / 11 / 26 (2)
