Jiangsu Gian Technology Co.Ltd(300709)
Annual work report of the board of directors in 2021
In 2021, the board of directors of the company earnestly implemented the resolutions of the general meeting of shareholders in strict accordance with the company law, securities law and other laws and regulations, the articles of association and the rules of procedure of the board of directors. All directors are conscientious and diligent, actively carry out work, give full play to their professional advantages in various fields, earnestly safeguard the interests of the company and ensure the standardized operation of the company. The work of the board of directors in 2021 is reported as follows: I. operation during the reporting period
In 2021, facing the challenges such as the fluctuation of macroeconomic environment outside China, the intensification of industry competition and the shortage of chips, under the leadership of the company’s management, the company followed the 2021 annual business plan and the company’s development strategy formulated at the beginning of the year, and adhered to market-oriented, product LED and technological innovation driven, promoting scale growth while taking into account the improvement of benefits.
During the reporting period, the company achieved an operating income of 24041136709 yuan, an increase of 53.70% over the same period of last year; The net profit attributable to the shareholders of the listed company was 18389970292 yuan, an increase of 29.64% over the same period of last year; The net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses was 7228158990 yuan, a decrease of 37.46% over the same period of the previous year. During the reporting period, the main reasons for the changes in the company’s operating performance are as follows:
During the reporting period, benefiting from the growth of orders in major customer markets and the development of folding screen mobile phone market, the company’s business scale gradually expanded, product sales increased and net profit increased. At the same time, on March 31, 2021, Andersen was included in the scope of the company’s consolidated statements, and the company’s operating revenue in the reporting period increased significantly compared with the same period of last year.
During the reporting period, the interest expense of the company’s convertible corporate bonds was 277753 million yuan, an increase of 253992 million yuan over the same period of last year; The share based payment fee of the equity incentive plan was 179207 million yuan, an increase of 103971 million yuan over the same period of the previous year.
During the reporting period, the company continued to carry out research and development of new projects and new materials, with research and development investment of 1758343 million yuan, an increase of 17.83% over the same period of last year.
During the reporting period, the operating performance of the subsidiary Andersen was lower than expected. The main reasons are: ① although the operating revenue in 2021 increased significantly compared with the same period of last year, under the background of rapid expansion of enterprise scale, there were over allocation of R & D personnel and sluggish materials; ② Affected by the intensification of market competition and the lack of overall production management and mass production planning, the overall profitability is affected; ③ The cost of raw materials and labor increased significantly. Therefore, while the operating revenue increased significantly, Andersen still suffered from operating performance losses and was unable to fulfill its performance commitment in 2021. According to the analysis of audit institutions and professional evaluation institutions on the future business performance and profitability of antxin, the recoverable amount of goodwill formed by the acquisition of antxin is lower than its book value. After careful judgment, there are signs of impairment of intangible assets and goodwill. The company has withdrawn the provision for impairment of intangible assets and goodwill of RMB 897554 million in the current period, and recognized the performance compensation income according to the relevant agreements. According to the relevant definitions and provisions of the explanatory Announcement No. 1 on information disclosure of companies offering securities to the public – non recurring profits and losses of the above intangible assets and goodwill impairment losses are included in the recurring profits and losses, and the performance compensation income constitutes the non recurring profits and losses.
The implementation of key business items is as follows:
1. Grasp the market dynamics, deepen the cooperation with core customers and continue to expand customer groups
Adhering to the market development concept of “developing new customers and digging deep into old customers”, the company closely follows the development pace of customers, has a keen insight into the market development trend and responds to customer needs quickly. During the reporting period, the company actively carried out the development of new projects with core customers, promoted the conversion of new projects to mass production, and cooperated with major customers in the research and development of new products, new technologies and new materials. In the face of the new demand of major consumer electronics brand customers at home and abroad for MIM products such as folding mobile phone shaft MIM parts and wearable structural parts, the company relied on its strong technology research and development ability, rapid response ability and rich production management experience, Promote the success of new projects, increase the revenue brought by major core customers, and further deepen the cooperation with major core customers.
In addition, the company continues to expand potential MIM customer groups, continuously explore new customers in consumer electronics, smart home and other fields, and further rely on the company’s high-quality customer resources, rich large-scale production experience and full process control ability to continue to promote the business development of heat dissipation and transmission sector, and successfully develop smart phones, smart headphones, smart appliances Smart home and other fields provide precision transmission mechanism products such as rotating shaft devices and motor gearbox modules, and actively cooperate with the needs of key customers to develop the rotating shaft components of folding screen mobile phones. Provide heat pipe, VC and its components and other heat dissipation products for customers in the field of heat dissipation such as consumer electronics and communication, and provide TWS Bluetooth headset and other products for the field of consumer electronics, so as to help the continuous optimization of the company’s customer structure and the diversified development of the company’s products.
2. Continue to promote the integration with subsidiaries, and speed up the sorting and management improvement of subsidiaries
As of March 31, 2021, the company has completed the acquisition of 60% equity of Shenzhen antxin Technology Co., Ltd., and antxin has been officially included in the scope of the company’s consolidated statements. As a company integrating Bluetooth module, scheme R & D, production, supply and sales and customer service, antxin focuses on acoustic R & D and design, Bluetooth technology and intelligent audio software and hardware development, and has formed a good complementarity with the company in consumer electronics industry technology, assembly experience and product market.
During the reporting period, with the continuous transformation of its subsidiary Andersen from ODM to a manufacturer integrating ODM and OEM, and the further expansion of production scale, the problems in its internal management, supply chain management and project management gradually became prominent, and the company began to gradually intervene and assist in the second half of the year. On the one hand, the corporate culture of intensive research was gradually transmitted and infiltrated into antxin, and was recognized by antxin’s management. On the other hand, the company has taken necessary management measures for the daily management of Andersen, such as the assignment of personnel, the establishment of subsidiary management system, the docking of office system, etc. In addition, the company continues to promote the cost reduction and efficiency increase of antxin, such as promoting the relocation and integration of antxin Xixiang R & D base, forming Pingshan R & D and production integration base, and strengthening the whole process communication and response ability from R & D to production; Sort out and streamline the original cumbersome organizational structure and functional structure of Andersen, and strengthen personnel management, procurement cost management and production process management.
The company and Andersen will continue to strengthen the communication and exchange of talents, technology and management experience, and provide assistance for the construction of Andersen’s corporate culture, management improvement, mass production planning, cost control and efficiency improvement, fully coordinate the business development between the two sides, continuously promote the integration between the company and Andersen, and continue to help Andersen transform from ODM into a manufacturer integrating ODM and OEM.
3. Make rational use of the raised funds and steadily promote the construction of projects invested with raised funds
Based on the company’s strategic layout and long-term development, in order to meet the capital needs of the company’s MIM business development and enhance profitability, the company publicly issues convertible corporate bonds for smooth financing. The raised funds are used for the new automatic production project of consumer electronics precision parts. The steady implementation of the project will help the company keep up with the development trend of the industry and market and meet the demand of capacity expansion. At present, the overall construction progress of the raised investment project has been carried out steadily as planned, the relevant main construction projects have been completed, the internal decoration, equipment installation and commissioning are under way, and some production and manufacturing workshops have been put into use.
4. Continue to strengthen R & D investment and enhance the core competitiveness of products
During the reporting period, the company continued to increase R & D investment and technological innovation, cater to the development trend of the industry and market, actively cooperate with major customers in the R & D and trial production of new products, focus on promoting the research and development of important customers and major products, strive to convert them into later orders, and constantly carry out R & D reserves of new technologies, new materials and new processes, so as to reserve for the future market business development. In 2021, the company steadily promoted key R & D projects and successfully increased the volume, such as folding screen mobile phone shaft hinge, wearable watch case and other projects, and actively strive for the overall assembly project of folding screen mobile phone shaft. In addition, the R & D projects of major customers have gradually increased. The company actively cooperates with the R & D needs of customers, and some projects have been successfully mass produced. In addition to the R & D projects based on MIM technology, the R & D of non MIM products of the company is also continuously promoted. The relevant R & D projects of heat dissipation division and transmission division have made some progress, and some products have been successfully sold in quantity; Andersen continued to develop its main business and cooperated with customers in the R & D and manufacturing of a variety of TWS Bluetooth headsets.
5. Strengthen the construction of talent team and implement incentive policies
Talent is the core resource and driving force of the company’s development. During the reporting period, the company continued to improve the talent team to adapt to the company’s future strategic development. On the one hand, the company made appropriate functional adjustments to the company’s management, actively introduced external excellent technical and management talents, and recruited excellent fresh graduates to cultivate and inject fresh blood, so as to provide a strong guarantee for the stable and sustainable development of business in all sectors; On the other hand, the company always pays attention to the long-term comprehensive training of internal talents. Under the principle of adhering to the dual training mechanism of technical talents and management talents, the company continues to carry out training through the combination of internal and external training, so as to improve the overall quality and technical and management ability of the company’s talents.
In order to stabilize the company’s management and technical and management talents, the company has continued to implement the incentive plan in recent years. During the reporting period, the granting conditions of stock options and restricted stocks stipulated in the 2021 stock option and restricted stock incentive plan of the company have been met. The company granted 10713600 (adjusted) stock options to 4 eligible incentive objects and 123468 (adjusted) restricted stocks (class II restricted stocks) to 108 eligible incentive objects, which will benefit shareholders Bind the interests of the company with the personal interests of employees, fully mobilize the enthusiasm of directors, senior managers, middle managers and core employees (including foreign employees), and improve the cohesion of employees and the core competitiveness of the company.
6. Strengthen the internal control of enterprises and continue to implement cost control
With the continuous expansion of the company’s business scale, the improvement of internal control management is also the top priority. Good internal control is conducive to standardizing the company’s governance structure, improving the control and management of subsidiaries, and forming a scientific and effective division of responsibilities and check and balance mechanism. During the reporting period, the company continuously improved the governance structure system composed of the general meeting of shareholders, the board of directors, the board of supervisors and the management, and continued to standardize information disclosure; Improve financial management and financial reporting, strengthen various fund management, standardize production management processes such as sales and procurement, especially the control of related party transactions and external guarantees, and constantly improve the internal control system and internal audit management; Strengthen the construction of asset management and information system; Strengthen the management of production, operation and financial situation of subsidiaries.
At the same time, the company continues to implement cost control, improve production efficiency and reduce production costs by accelerating the implementation of intelligent manufacturing plan; Continuously improve product production process, reduce unnecessary processes, optimize product production cycle and improve product yield; Strengthen supplier management and coordination, further differentiate the purchase price competition and reduce the purchase cost; Strengthen budget control, reduce unnecessary expenses, reasonably avoid the waste of enterprise resources, effectively reduce the operation cost of enterprises, and further improve the profitability of enterprises while expanding the operation scale of enterprises. 2、 Daily work of the board of directors during the reporting period
1. Board meetings
During the reporting period, in accordance with the provisions of the company law, the securities law and other laws and regulations and the requirements of the articles of association and other relevant systems, the board of directors of the company held a meeting of the board of directors according to the development needs, carefully considered the proposals, and effectively played the decision-making role of the board of directors. The board of directors held 14 meetings throughout the year. The details are as follows: on January 13, 2021, the company held the 29th meeting of the second board of directors, deliberated and adopted the proposal on granting stock options and restricted shares to incentive objects for the first time in 2021.
On January 26, 2021, the company held the 30th meeting of the second board of directors, deliberated and adopted the proposal on proposed foreign investment.
On February 4, 2021, the company held the 31st meeting of the second board of directors, deliberated and passed the proposal on purchasing 60% equity of Shenzhen antxin Technology Co., Ltd. and the proposal on purchasing real estate.
On April 19, 2021, the company held the 32nd meeting of the second board of directors, deliberated and passed the proposal on the 2020 annual work report of the general manager, the proposal on the 2020 annual work report of the board of directors, the proposal on the 2020 annual financial statement report of the company, the proposal on the 2020 annual report and summary of the company, the proposal on the 2020 annual profit distribution plan of the company The proposal on confirming the remuneration and allowance of the company’s directors and senior managers in 2020 and the remuneration and allowance scheme of the company’s directors and senior managers in 2021, the proposal on the self-evaluation report of the company’s internal control in 2020, the proposal on the proposed purchase agreement, and the proposal on the special report on the deposit and use of raised funds in 2020 The proposal on the company’s plan to renew the employment of accounting firms, the proposal on the change of the company’s accounting policies, the proposal on the repurchase and cancellation of restricted shares granted to some incentive objects but not lifted, the proposal on changing the registered capital, amending the company’s articles of association and authorizing the handling of industrial and commercial registration changes, the proposal on increasing the company’s forecast of daily connected transactions in 2021 Proposal on withdrawing provisions for credit impairment and asset impairment, proposal on providing guarantee for holding subsidiaries, proposal on proposing to convene 2020 annual general meeting of shareholders.
On April 27, 2021, the company held the 33rd meeting of the second board of directors, deliberated and passed the proposal on the first quarter report of the company in 2021 and the proposal on the annual report of Shenzhen antxin Technology Co., Ltd. in 2020
