Sinotruk Jinan Truck Co.Ltd(000951)
Work report of the board of directors in 2001
In 2021, the board of directors of Sinotruk Jinan Truck Co.Ltd(000951) (hereinafter referred to as “the company”) performed its duties diligently in strict accordance with the company law, securities law and other laws, regulations, normative documents and the relevant provisions of the articles of association. The work of the board of directors in 2021 is reported as follows:
Part I review of main work in 2021
2021 is a year of special importance in the process of China’s modernization. Facing the complex and severe situation outside China and many risks and challenges, especially the repeated impact of covid-19 pneumonia epidemic, the government has fully implemented the new development concept, solidly carried out the work of “six stabilities” and “six guarantees”, paid attention to the cross cyclical and counter cyclical adjustment of macro policies, and effectively responded to various risks and challenges. Through the implementation of the “XIV” macro-economic policies, the quality of the development chain has been stabilized, the supply chain has been effectively reduced, and the implementation of the “XIV” macro-economic policies has been in line with the expectations. The implementation of the “five key measures to help enterprises stabilize and improve the macro-economic development chain has achieved good results.
According to the 2021 statistical bulletin on national economic and social development of the National Bureau of statistics, China’s GDP in 2021 was 114.37 trillion yuan, an increase of 8.1% over 2020, and an average increase of 5.1% over 2019 before the epidemic. National fixed asset investment (excluding farmers) increased by 4.9%, infrastructure investment increased by 0.4%, real estate development investment increased by 4.4% and road freight turnover increased by 14.8% year-on-year. Various indicators show that China’s economic growth continues to rank among the top in the world.
The steady growth of China’s economy has provided strong basic support for the commercial vehicle industry, and the overall external economic environment of commercial vehicles has continued to improve. In the first half of the year, due to the impact of policies and regulations such as the national six emission upgrading and the continuous promotion of the control of exceeding the limit, the demand continued to grow, and the scale of the heavy truck industry reached a historical peak of about 1045000 vehicles; In the second half of the year, the terminal demand of the heavy truck market was depressed due to the factors such as the early pre hanging of national five vehicles in the first half of the year, the rise of oil and gas prices, the double limit and double control policy and so on. According to the statistics of China Automobile Industry Association, the sales of heavy trucks in the whole year was about 1.395 million, a year-on-year decrease of 13.8%, showing a trend of high before low, and the heavy truck market still maintained a high demand. During the reporting period, all cadres and workers forged ahead, made innovations, overcome difficulties and took the initiative, withstood the great pressure of cyclical fluctuations in the industry, tight global supply chain, high raw material prices, shrinking demand in the heavy truck market and supply shock, and achieved a series of breakthrough results. The main indicators are significantly better than the industry average, and the market share of heavy trucks has increased steadily. In the whole year, 202000 heavy trucks were sold, a year-on-year decrease of 1.91%; The sales revenue reached 56.099 billion yuan, a year-on-year decrease of 6.40%; The net profit attributable to the parent company was 1.038 billion yuan, a year-on-year decrease of 44.79%.
During the reporting period, the company continued to improve the core competitiveness of products, continuously ploughed into market segments, accurately implemented marketing strategies, and made good breakthroughs in each market segment. The tractor market adheres to the market orientation and continues to reduce the fuel consumption and self weight of tractor products. The market share of the segment is the largest among the mainstream enterprises in the industry, especially in the medium and long-distance composite transportation market. HOWO th tractor has become a popular product with high reliability, high comfort and high appearance. In the truck market, with the help of the competitive advantage of differentiated products, the market share has doubled, and HOWO TX cold chain transportation and HOWO n series miscellaneous transportation have become star products. The mixer truck market continues to lead the product innovation of the mixer truck industry and remains the first in the industry. During the reporting period, the company seized the demand opportunity of global economic recovery, accurately focused on customer use scenarios and needs, and accelerated the breakthrough in the weak market of truck and high-end dump truck. Through business cooperation with Sinotruk Jinan Truck Co.Ltd(000951) International Co., Ltd., the export of products has been in the forefront of China’s heavy truck industry for 17 consecutive years.
During the reporting period, the company continued to increase investment in research and development, promoted the continuous optimization and upgrading of product types and structures in energy conservation and new energy, intelligent driving, Internet of vehicles and other aspects, and emerged a series of major scientific research achievements. Batch promotion of a new generation of high-end Yellow River heavy trucks; Hydrogen fuel cell heavy truck multi scenario demonstration application and batch delivery of driverless electric truck continue to be in the forefront of the industry Sinotruk Jinan Truck Co.Ltd(000951) Yellow River’s own brand snow wax car serves the Winter Olympic Games and fills the gap in China.
During the reporting period, with the help of ERP and MES systems and the use of intelligent logistics equipment, the company carried out the reform of logistics mode, and further improved the distribution capacity through the verification and implementation of logistics plan and entry mode. By expanding the scope of modular assembly, standardizing the assembly process and optimizing the process operation content, the production abnormality is reduced and the production stability level is improved. With the help of the optimized information system, strengthen the whole process control from order review, production and manufacturing to vehicle delivery, so as to improve the timely delivery rate of orders to more than 98%. The effective implementation of various measures has greatly improved the company’s production and delivery capacity and effectively met the needs of customers.
During the reporting period, the company continued to stimulate new momentum and speed up the progress of Laiwu intelligent network (new energy) heavy truck project. Through optimizing the design, equipment installation and civil work, after the final assembly line, production lines such as chassis finish line, cab welding line and stamping line have also entered the line verification stage and are gradually optimized. The use of digital, automatic, modular and flexible production lines has improved the intelligent level of enterprise equipment, as well as the process level and quality assurance ability of products, and strengthened the comprehensive competitiveness of the company’s products.
Part II daily work of the board of directors
In 2021, the board of directors of the company earnestly performed its duties in strict accordance with the relevant provisions of the company law and the articles of association, exercised its functions and powers in accordance with the law, and ensured the standardized operation of the company and the shareholders’ rights and interests.
The company held ten board meetings in 2021.
1、 On February 25, 2021, the company held the first extraordinary meeting of the eighth board of directors in 2021 by means of communication. The meeting considered and passed the following proposals:
1. Proposal on the prediction of the company’s daily connected transactions in 2021;
2. Proposal on Amending the rules of procedure of the general meeting of shareholders of the company;
3. Proposal on Amending the rules of procedure of the board of directors of the company;
4. Proposal on convening the first extraordinary general meeting of shareholders of the company in 2021.
2、 On March 16, 2021, the company held the fourth meeting of the eighth board of directors, which considered and passed the following proposals:
1. Proposal on adjusting the amount of raised funds to be invested in some investment projects with raised funds; 2. Proposal on using raised funds to replace self raised funds for investment projects invested with raised funds in advance;
3. Proposal on the use of bank acceptance bills to pay the funds of raised investment projects and replace them with the raised funds in equal amount.
3、 On March 30, 2021, the company held the fifth meeting of the eighth board of directors, which considered and passed the following proposals:
1. 2020 work report of the board of directors;
2. 2020 general manager’s work report;
3. Full text and summary of 2020 annual report;
4. Internal control evaluation report of the company in 2020;
5. The company’s profit distribution plan for 2020;
6. Proposal on the company’s 2021 annual financing and credit plan;
7. Proposal on providing guarantee for mortgage and financial leasing business;
8. Proposal on changes in accounting policies;
9. Proposal on the risk assessment report of Sinotruk Jinan Truck Co.Ltd(000951) Finance Co., Ltd;
10. Proposal on Amending the articles of Association;
11. Proposal on Revising the company’s working rules for the general manager;
12. Proposal on Amending the independent director system of the company;
13. Proposal on Amending the company’s detailed rules for the work of the audit committee of the board of directors;
14. Proposal on Revising the working rules of the remuneration and assessment committee of the board of directors; 15. Proposal on Amending the working rules of the strategy committee of the board of directors;
16. Proposal on the proposed re employment of financial audit institutions and internal control audit institutions;
17. Proposal on convening the 2020 annual general meeting of shareholders of the company.
4、 On April 28, 2021, the company held the sixth meeting of the eighth board of directors, which considered and passed the following proposals:
1. Full text and text of the first quarter report of 2021;
2. Proposal on Amending the company’s measures for the administration of shares held by directors, supervisors and senior managers and their changes;
3. Proposal on Revising the working system of the Secretary of the board of directors of the company;
4. Proposal on Revising the internal audit system of the company;
5. Proposal on Amending the related party transaction system of the company;
6. Proposal on Amending the company’s management system for fund transactions between related parties;
7. Proposal on Revising the company’s external guarantee system;
8. Proposal on nominating candidates for non independent directors of the eighth board of directors of the company;
9. Proposal on changing the registered address and amending the articles of Association;
10. Proposal on convening the second extraordinary general meeting of shareholders of the company in 2021.
5、 On May 17, 2021, the company held the second interim meeting of the eighth board of directors in 2021 by means of on-site and communication. The meeting considered and passed the following proposals:
1. Proposal on adjusting the members of the special committee of the board of directors;
2. Proposal on Revising the company’s information disclosure management system;
3. Proposal on Amending the company’s insider management system;
4. Proposal on Revising the company’s management system for external information users;
5. Proposal on Revising the accountability system for major errors in annual report information disclosure of the company.
6、 On August 26, 2021, the company held the 7th Meeting of the 8th board of directors, which considered and passed the following proposals:
1. Full text and summary of the company’s 2021 semi annual report;
2. The company’s plan for converting capital reserve into share capital in the half year of 2021;
3. Proposal on risk assessment report of Sinotruk Jinan Truck Co.Ltd(000951) Finance Co., Ltd;
4. Proposal on the report on the deposit and use of raised funds in the first half of 2021; 5. Proposal on using some temporarily idle raised funds for cash management;
6. Proposal on formulating the working rules of the nomination committee of the board of directors;
7. Proposal on the establishment of the nomination committee of the board of directors and the election and adjustment of members of the special committee of the board of directors;
8. Proposal on convening the third extraordinary general meeting of shareholders in 2021.
7、 On September 30, 2021, the company held the third extraordinary meeting of the eighth board of directors in 2021 by means of communication. The meeting considered and passed the following proposals:
1. Proposal on Amending the articles of Association;
2. Proposal on convening the fourth extraordinary general meeting of shareholders in 2021.
8、 On October 26, 2021, the company held the 8th meeting of the 8th board of directors, which reviewed and adopted the third quarter report of 2021.
9、 On November 24, 2021, the company held the fourth extraordinary meeting of the eighth board of directors in 2021 by means of communication. The meeting considered and passed the following proposals:
1. Proposal on the appointment of the general manager of the company;
2. Proposal on nominating candidates for non independent directors of the eighth board of directors of the company.
10、 On December 30, 2021, the company held the fifth extraordinary meeting of the eighth board of directors in 2021 by means of communication. The meeting considered and passed the following proposals:
1. Proposal on the appointment of senior managers of the company;
2. Proposal on nominating candidates for non independent directors of the eighth board of directors of the company.
Part III situation and tasks in 2022
Looking forward to 2022, from the global situation, although affected by the marginal withdrawal of stimulus policies and the slow repair of supply chain bottlenecks, the economic growth will slow down compared with 2021. However, with the restoration of endogenous kinetic energy of national economies, the global economic recovery in 2022 is expected to continue.
From the perspective of China’s economy, although facing the triple pressure of shrinking demand, supply shock and weakening expectation, and under the impact of the epidemic in the century, the evolution of the changes in the past century has accelerated, and the external environment has become more complex, severe and uncertain. However, China’s economy has strong resilience and a dynamic market body, and its long-term fundamentals will not change. The central economic work conference and the government work report have shown that in 2022, the country will adhere to the general tone of seeking progress while maintaining stability, fully, accurately and comprehensively implement the new development concept, comprehensively deepen reform and opening up, adhere to innovation driven development and transform to high-quality development. The state will continue to expand domestic demand, enhance the endogenous driving force of development, deepen the supply side structural reform, adopt advanced infrastructure investment and active fiscal policies to provide guarantee for economic growth, maintain the economic operation within a reasonable range, and is expected to achieve a growth rate of about 5.5% on a high base.
On this basis, throughout the heavy truck industry, opportunities and challenges will still coexist. On the one hand, after five consecutive years of market peaks, China’s heavy truck market ushered in a period of adjustment, from the rule of excess to the rule of limit, national three elimination and environmental protection
