Sichuan Tianwei Electronic Co.Ltd(688511)
Work report of the board of directors in 2021
In 2021, Sichuan Tianwei Electronic Co.Ltd(688511) (hereinafter referred to as “the company”) all members of the board of directors shall strictly comply with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”), the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange (revised in December 2020), the Sichuan Tianwei Electronic Co.Ltd(688511) articles of Association (hereinafter referred to as “the articles of association”) The Sichuan Tianwei Electronic Co.Ltd(688511) rules of procedure of the board of directors (hereinafter referred to as the “rules of procedure of the board of directors”) and other provisions, faithfully perform the duties entrusted by the general meeting of shareholders, and earnestly implement the resolutions adopted by the general meeting of shareholders. All directors are honest, self disciplined, conscientious, diligent and conscientious, and actively promote the sustainable and healthy development of the company. The report on the work of the board of directors in 2021 is as follows: I. main business conditions of the company in 2021
In 2021, although the company’s operating revenue declined due to the annual progress of vehicle delivery, the company adhered to scientific research and production and actively promoted the supporting research and development of various types of military fire extinguishing and explosion suppression systems. At the same time, focusing on the needs of customers, the company continues to increase the R & D investment in projects such as three prevention general acquisition and driving device, UV optical detector technology research, vehicle interior environment integrated control system, new fire and explosion suppression system, localization and substitution of core devices, and strive to lay a solid foundation for the development of the company during the 14th Five Year Plan period.
The company’s annual operating income was 208053800 yuan, a year-on-year decrease of 11.43%; The net profit attributable to the owners of the parent company was 114541 million yuan, a year-on-year increase of 1.61%; The net profit attributable to the owner of the parent company after deducting non recurring profits and losses was 992071 million yuan, a year-on-year decrease of 9.12%. The company’s total assets at the end of the reporting period were 9559796 million yuan, a year-on-year increase of 168.40%; The owner’s equity attributable to the parent company was 8426432 million yuan, a year-on-year increase of 283.79%. The company invested 117453 million yuan in R & D throughout the year, with a year-on-year increase of 17.77%.
The company adheres to the business tenet of “innovation and enterprising, self-improvement; excellence, military industry serving the country”. Based on the needs of customers, the company not only promotes the R & D and production of system products, but also increases the R & D and production of device products. In terms of system products, the annual revenue was 1809083 million yuan, accounting for 88.25% of the main business revenue, a year-on-year decrease of 14.13%; In terms of fuse products, the annual income was 7.2435 million yuan, accounting for 3.53% of the main business income, with a year-on-year increase of 43.69%; In terms of discharge tube products, the annual revenue was 100673 million yuan, accounting for 4.91% of the main business revenue, with a year-on-year increase of 75.38%; In terms of display tube products,
The annual income was 2.5123 million yuan, accounting for 1.23% of the main business income, with a year-on-year increase of 71.79%.
2、 Main work of the board of directors
(I) implementation of decisions of the general meeting of shareholders
In 2021, the company held a general meeting of shareholders and deliberated and passed 8 proposals. The board of directors shall arrange the agenda and proposals of the general meeting of shareholders according to law, fairly and reasonably, so as to ensure that each proposal can be fully discussed at the general meeting of shareholders, and the resolutions of the general meeting of shareholders have been implemented or implemented. The details are as follows:
No. time of the session of the meeting
1. Work report of the board of directors in 2020
2. Work report of the board of supervisors in 2020
3. Report on the work of independent directors in 2020
1. 2020 June 4, 2021. The company’s 2020 annual financial statement report
5. Proposal on 2020 profit distribution plan
6. 2021 annual financial budget report of the company
7. Proposal on high remuneration of directors and supervisors of the company in 2021
8. Proposal on reappointment of audit institutions in 2021
(II) the board of directors operates in accordance with the law
In 2021, the board of directors held 5 meetings and considered and passed 22 proposals. All previous meetings were held in accordance with relevant laws, regulations, rules and the articles of association of the bank. The board of directors performs its duties in accordance with the company law and other laws and regulations and the articles of association, focusing on the company’s initial public offering, development strategy, use of raised funds, corporate governance and information disclosure. The details are as follows:
No. time of the session of the meeting
The first board of directors 1. Financial and accounting report of the company in 2020
1. The seventh meeting of the board of directors April 2, 2021, 2020 internal control evaluation report
Discussion on June 6 3. Proposal on the company’s application for comprehensive credit line from the bank in 2021 4. Proposal on confirming related party transactions from July to December 2020
1. Work report of the general manager of the company in 2020
2. Work report of the board of directors in 2020
3. Work report of the audit committee in 2020
4. Financial statement report of the company in 2020
5. Proposal on 2020 profit distribution plan
2. June 6, 2021 of the first board of directors, the company’s 2021 annual financial budget report
On the 4th and 7th of the 8th meeting, the proposal on the high remuneration of directors and supervisors in 2021
8. Proposal on reappointment of audit institutions in 2021
9. Proposal on the establishment of a special asset management plan by the company’s senior managers and core employees to participate in the strategic placement of this offering
10. Proposal on establishing a special account for raised funds
11. Proposal on convening the 2020 annual general meeting of shareholders
3. The first board of directors on July 1, 2021, the company’s financial statements for the half year of 2021
9th meeting 26
1. Proposal on changing the total number of shares, registered capital and company type of the company, amending the articles of association and handling the change registration of industry and Commerce
2. Proposal of the 4th 1st board of directors in August 2021 on adjusting the amount of raised funds to be invested in investment projects with raised funds
On the 13th of the 10th meeting 3. Proposal on using some idle self owned funds for cash management 4. Proposal on using raised funds to replace paid issuance expenses and self raised funds of raised investment projects
5. Proposal on using idle raised funds for cash management
5. October 1, 2021 of the first board of directors and the third quarter report of the company in 2021
11th meeting 28 May
(III) special committee
The board of directors set up four special committees, including the strategy committee, the audit committee, the nomination committee and the remuneration and assessment committee. A total of seven meetings were held in 2021, including four meetings of the audit committee, one meeting of the remuneration and assessment committee, two meetings of the strategy committee and no meeting of the nomination committee.
A total of 19 proposals were considered and adopted throughout the year. Based on the principle of prudence and objectivity, members of each special committee shall put forward professional suggestions, provide professional opinions to the board of directors, or make decisions on professional matters according to the authorization of the board of directors with a diligent and responsible attitude and in combination with their own professional background and experience. The details are as follows:
No. time of the session of the meeting
Audit Committee of the first board of directors
1. Financial and accounting report of the company in 2020
The first audit was held on March 2, 2021. Internal control evaluation report in 2020
On the 25th day of the 3rd Session of the committee 3. Proposal on the company’s application for comprehensive credit line from the bank in 2021
4. Proposal on confirming related party transactions from July to December 2020
The first audit session 1. The company’s financial statement report for 2020
2. Proposal on 2020 profit distribution plan of the Fourth Committee on May 2, 2021
3. 2021 annual financial budget report of the company
4. Proposal on reappointment of audit institutions in 2021
First audit July 2021
Financial statements of the company on the 22nd half year of 2021
Meeting
The first audit October 1, 2021. Proposal on considering the report of the third quarter of 2021
4. On June 22 of the Committee 2. Proposal on the third quarter internal audit report of the company in 2021
The first remuneration and assessment committee
Salary and assessment may 2021
The 20th day of the 2nd session of the Committee 1. Proposal on the high remuneration of directors and supervisors of the company in 2021
Meeting
No. time of the session of the meeting
First strategy committee
First strategy
On March 1, 2021, the 25th proposal of the Committee on the company’s application for comprehensive credit line from the bank in 2021
Meeting
1. Proposal on changing the total number of shares, registered capital and company type of the company, amending the articles of association and handling the industrial and commercial change registration
The first strategy 2. Proposal of the Second Committee on adjusting the amount of raised funds to be invested in investment projects with raised funds in August 2021
The 9th meeting 3. Proposal on using some idle self owned funds for cash management 4. Proposal on using raised funds to replace paid issuance expenses and self raised funds of raised investment projects
5. Proposal on using idle raised funds for cash management
(IV) successfully listed on the science and Innovation Board
On July 30, 2021, the company successfully landed on the science and Innovation Board of Shanghai Stock Exchange. The company publicly issued 20 million RMB common shares (A shares) to the public at an issue price of 28.09 yuan per share. The total amount of funds raised was 56.18 million yuan, after deducting various issuance expenses (excluding tax) of 53.256 million yuan
