Shenzhen Cotran New Material Co.Ltd(300731)
Work report of the board of directors in 2021
The forward-looking statements such as the future plan in this report are only the company's expectations for the future and do not constitute the company's substantive commitment to investors. Whether it can be realized depends on a variety of factors such as policy environment and market conditions. There is uncertainty. Investors and relevant persons are requested to maintain sufficient risk awareness and understand the differences between plans, forecasts and commitments.
In 2021, the board of directors of Shenzhen Cotran New Material Co.Ltd(300731) (hereinafter referred to as " Shenzhen Cotran New Material Co.Ltd(300731) " and "the company") scrupulously abided by the company law, the securities law and other laws and regulations, the articles of association, the rules of procedure of the board of directors and other relevant provisions, and in the attitude of being responsible to all shareholders, scrupulously abided by and actively and effectively exercised its functions and powers, earnestly implemented the resolutions of the general meeting of shareholders, and diligently carried out all the work of the board of directors, It ensures 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、 Overall operation of the company in 2021
2021 is a challenging year. The global and Chinese economic situation is still facing many uncertainties, especially the repeated epidemic, dual control of energy consumption and other factors have a certain impact on the production and operation of enterprises. 2021 is also a year of transformation. Focusing on the development strategy formulated by the board of directors, while consolidating the business of waterproof, sealed and fireproof insulation materials, the company actively grasped the new opportunities for the development of new energy and semiconductor materials, carried out the layout of new technologies, new products and new businesses through the two wheel drive development mode of "endogenous growth + epitaxial expansion", and expanded its product line from the fields of communication and power to new energy, home appliances Consumer electronics and other fields.
During the reporting period, the company has formed the main business structure of the polymer material business with Shenzhen Cotran New Material Co.Ltd(300731) , Wuxi Kuncheng and Wuhu Xianglu as the implementation subjects, and the thermal management system business with ruitaike and deruiyuan as the implementation subjects. The company's traditional advantageous business, polymer materials business, maintained steady development, and achieved a total operating revenue of 3073213 million yuan in the whole year, an increase of 1.56% over the same period last year. The company's thermal management system business was a new business, which brought 2566912 million yuan of new operating revenue to the company during the reporting period. In the second half of 2021, in order to further focus on the company's strategy, optimize resource allocation and improve the quality of the company's development, the company transferred 32% of the equity of its holding subsidiary deruiyuan, which is no longer included in the scope of the company's consolidated profit statement. In 2021, the total operating revenue of the company's whole product line was 5684147 million yuan, with a year-on-year increase of 85.15%. However, affected by factors such as rising raw material costs, rising labor costs, low gross profit margin of projects in new development fields and intensified market competition, the overall gross profit margin of the company decreased, realizing an operating profit of -205075 million yuan, a year-on-year decrease of 165.80%, and a net profit attributable to shareholders of listed companies of -127478 million yuan, a year-on-year decrease of 147.86%; The net profit attributable to shareholders of listed companies after deducting non recurring profits and losses was -18.076 million yuan, a year-on-year decrease of 207.13%. During the reporting period, under the severe situation of the periodic decline of the company's profitability, after careful discussion and deployment by the board of directors, the company's management has carried out a lot of basic work in technology and product R & D, capacity construction, new customer development, internal management and other aspects, and made full preparations to cope with the operating pressure in 2022. It is expected that the company's profitability will be gradually improved in 2022.
The main business conditions of the company in 2021 are as follows:
(I) business field of polymer materials
During the reporting period, the company carried out the business of waterproof sealing materials, fireproof insulating materials and plastic metallization materials based on the profound accumulation of polymer material formula and technology over the years and key customer resources.
1. During the reporting period, with advanced technology, high-quality products and professional services, the company continued to deepen its cooperation with Huawei, ZTE and other communication equipment manufacturers, as well as China Mobile, China United Network Communications Limited(600050) , China Telecom Corporation Limited(601728) , China iron tower and other communication operators, so as to meet its needs in products and solutions related to waterproof sealing materials and plastic metallization materials for communication base stations. Under the background of the global epidemic, the company's "localization" strategy in overseas markets has achieved remarkable results, and the business in various regions has remained stable. In particular, the strengthening of the localization team in the European market has further deepened the company's global business cooperation with Ericsson, Nokia and other major customers. During the reporting period, the company's European market and customer development made breakthrough progress, and the sales revenue increased rapidly compared with the same period last year, It shows a good development trend.
2. During the reporting period, the company mainly carried out automobile seal business through Wuhu Xianglu Road, a subsidiary of Shenzhen hangchuang. With the gradual recovery of the automobile industry and the continuous improvement of the production and operation of Wuhu Xianglu Road, the income scale of Wuhu Xianglu road has increased significantly compared with the same period last year. During the reporting period, the company achieved an operating revenue of 401969 million yuan in the automotive seal business, an increase of 52.49% over the same period last year.
3. During the reporting period, the synergy between the company and Wuxi Kuncheng was further strengthened. Based on many years of technical accumulation and industrial experience in the functional modification of polymer materials, the company focused on the industrial needs of domestic substitution in the field of power application, and cooperated with Wuxi Kuncheng to carry out a series of formula and product research and development in the direction of fire insulation and high-performance thermal interface materials, so as to further enrich the company's product system in the field of power application, Consolidate and broaden the company's core competitiveness in the power market. During the reporting period, the company achieved an operating revenue of 1089216 million yuan in the field of power business, with a year-on-year increase of 5.91%.
(II) business field of thermal management system
In order to further seize the development opportunities of new energy vehicles and energy storage systems and improve the supply capacity at the client, ruitaike, a subsidiary, added a brazing liquid cooling sector production line and an expansion liquid cooling sector production line on the basis of the original expansion liquid cooling sector production line during the reporting period. Among them, the original expanded liquid cooling sector production line is mainly used to meet the production and delivery of heat management system products for household appliances, the newly built brazed liquid cooling sector production line is mainly used to meet the production and delivery of heat management system products for new energy passenger vehicles, and the newly built expanded liquid cooling sector production line is mainly used to meet the production and delivery of heat management system products for new energy commercial vehicles and energy storage systems. During the reporting period, the end customers of ruitaike's home appliance business were mainly overseas customers. Although the customers of home appliance business continued to be stable, the product delivery time was extended due to the impact of the epidemic, resulting in the price rise of main raw materials (copper, aluminum, etc.) unable to be transmitted to the client in time. Although the income of ruitaike's home appliance business remained stable during the reporting period, the cost increased greatly and the net profit decreased significantly.
During the reporting period, the newly built production line of new energy vehicles and thermal management system for energy storage system has completed the construction and customer certification. Among them, the newly-built expansion liquid cooling sector production line is in good operation and customer introduction, the production line capacity continues to climb, and the shipment volume increases steadily; The products of brazing liquid cooling sector production line have obtained multiple project fixed points of core key customers, and it is expected to gradually enter the stage of batch delivery in 2022.
At the end of the reporting period, based on the market development progress of ruitaike, in order to further meet the needs of customers and improve the delivery capacity, the company plans to help ruitaike expand production through capital increase, so as to expand the production capacity and capacity scale of ruitaike, enrich the product structure, improve the profitability and further consolidate the position of the industry. As of the date of issuance of this report, ruitaike has completed the leasing of new plants, procurement of main equipment and other related work corresponding to the expansion project. Ruitaike will rely on rich experience in production line construction and operation to improve the construction and construction progress of the new production line, shorten the equipment procurement and commissioning cycle, and realize the production of the new production line as soon as possible.
(III) semiconductor materials business
In view of the unprecedented development opportunities faced by the new energy vehicle industry, there is a large gap in the "neck" technology in key areas of the new material industry in China, especially the urgent demand for localization and substitution of semiconductor materials, the company comprehensively considers the current macro environment, industry opportunities and market development trend, and makes it clear that it will focus on the layout and development of semiconductor materials in the new energy vehicle industry track in the future. During the reporting period, the company introduced the strategic shareholder Guangzhou Xingcheng private equity securities investment management Co., Ltd. (Guangzhou Xingcheng private equity securities investment management Co., Ltd. is an affiliated company of Xingcheng capital focusing on the primary market investment of semiconductor industry), and plans to deeply layout the semiconductor material industry in combination with the respective industrial resource advantages of the company and the strategic shareholder Xingcheng capital. During the reporting period, based on the company's future layout in the field of semiconductor materials, the company transferred 3.3708% equity of Anhui microchip Changjiang semiconductor materials Co., Ltd. held by Hangzhou Tonghai Qihong equity investment fund management partnership (limited partnership) (hereinafter referred to as "Tonghai Qihong") with RMB 0, and assumed the obligation of subscribed capital contribution of RMB 30 million. By the end of the reporting period, the company's semiconductor material business was still in the initial investment stage.
2、 Review of the work of the board of directors in 2021
(I) convening of the board meeting
During the reporting period, the board of directors of the company actively carried out relevant work in strict accordance with the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, the articles of association, the rules of procedure of the board of directors and the working rules for independent directors of the company, performed their duties and obligations in good faith and diligence, and effectively played the decision-making role of the board of directors. In 2021, the company held 13 board meetings. The specific deliberations are as follows:
1. On March 23, 2021, the company held the 32nd meeting of the second board of directors, deliberated and passed the following proposals: (1) proposal on the transfer of part of the equity and related party transactions of Anhui microchip Changjiang semiconductor materials Co., Ltd; (2) Proposal on Amending the registration and management system for insiders of Shenzhen Cotran New Material Co.Ltd(300731) insider information.
2. On April 22, 2021, the company held the 33rd meeting of the second board of directors, deliberated and passed the following proposals: (1) proposal on the company's 2020 annual report and its summary; (2) Proposal on the company's report for the first quarter of 2021; (3) Proposal on the work report of the board of directors in 2020; (4) Proposal on the company's 2020 annual financial statement report; (5) Proposal on the company's 2020 annual audit report; (6) Proposal on the company's profit distribution plan in 2020; (7) Proposal on the company's special report on the deposit and actual use of raised funds in 2020; (8) Proposal on the company's self-evaluation report on internal control in 2020; (9) Proposal on the company's special instructions on the occupation of non operating funds and other related capital transactions; (10) Proposal on the remuneration scheme of directors and supervisors of the company in 2021; (11) Proposal on the remuneration scheme for senior managers of the company in 2021; (12) Proposal on the special explanation of the achievement of the performance commitment of the acquisition of equity; (13) Proposal on applying for comprehensive credit line from banks; (14) Proposal on changing the registered capital of the company, amending the articles of association and handling industrial and commercial registration; (15) Proposal on changes of accounting policies; (16) Proposal on proposing to convene the 2020 annual general meeting of shareholders.
3. On May 6, 2021, the company held the 34th meeting of the second board of directors, deliberated and adopted the proposal on nominating candidates for non independent directors of the second board of directors.
4. On May 18, 2021, the company held the 35th meeting of the second board of directors, deliberated and passed the following proposals: (1) the proposal on the unfulfilled second exercise period / lifting of restrictions on sale period / lifting of restrictions on sale conditions of stock options and restricted stock incentive plan in 2018; (2) Proposal on cancellation of some stock options and repurchase and cancellation of some restricted shares; (3) Proposal on appointing the head of internal audit department. 5. On June 18, 2021, the company held the 36th meeting of the second board of directors, deliberated and passed the following proposals: (1) proposal on adjusting matters related to 2018 stock option and restricted stock incentive plan; (2) Proposal on terminating some raised investment projects and using the remaining raised funds for permanent replenishment of working capital; (3) Proposal on convening the second extraordinary general meeting of shareholders in 2021.
6. On June 30, 2021, the company held the 37th meeting of the second board of directors, deliberated and passed the following proposals: (1) proposal on the company's strategic development plan; (2) Proposal on transferring part of equity of holding subsidiaries; (3) Proposal on Amending the management system of Shenzhen Cotran New Material Co.Ltd(300731) raised funds; (4) Proposal on Amending Shenzhen Cotran New Material Co.Ltd(300731) investor relations management system; (5) Proposal on Revising the management system of Shenzhen Cotran New Material Co.Ltd(300731) information disclosure affairs.
7. On August 9, 2021, the company held the 38th meeting of the second board of directors, deliberated and passed the following proposals: (1) proposal on nominating candidates for non independent directors of the second board of directors; (2) Proposal on the appointment of the company's chief financial officer; (3) Proposal on changing the registered capital of the company, amending the articles of association and handling industrial and commercial registration (4) proposal on providing guarantee for holding subsidiaries; (5) Proposal on convening the third extraordinary general meeting of shareholders in 2021.
8. On August 20, 2021, the company held the 39th meeting of the second board of directors, deliberated and passed the following proposals: (1) proposal on the company's semi annual report in 2021 and its summary; (2) Proposal on the company's special report on the deposit and actual use of raised funds in the half year of 2021.
9. On September 13, 2021, the company held the 40th meeting of the second board of directors, deliberated and passed the following proposals: (1) proposal on the general election of the board of directors and the nomination of candidates for non independent directors of the third board of directors; (2) Proposal on the general election of the company's board of directors and the nomination of independent director candidates for the third board of directors; (3) Proposal on Amending the articles of association and handling industrial and commercial registration; （4
