Securities code: Chengdu Xiling Power Science & Technology Incorporated Company(300733) securities abbreviation: Chengdu Xiling Power Science & Technology Incorporated Company(300733) Announcement No.: 2022006
Chengdu Xiling Power Science & Technology Incorporated Company(300733)
Work report of the board of directors in 2021
In 2021, Chengdu Xiling Power Science & Technology Incorporated Company(300733) (hereinafter referred to as the "company") the board of directors strictly follows the company law of the people's Republic of China, the securities law of the people's Republic of China, the Listing Rules of Shenzhen Stock Exchange gem, the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem, the articles of association of Chengdu Xiling Power Technology Co., Ltd. (hereinafter referred to as the "articles of association") and Perform relevant duties faithfully and diligently in accordance with the rules of procedure of the board of directors of Chengdu Chengdu Xiling Power Science & Technology Incorporated Company(300733) Technology Co., Ltd. and other regulations and systems. The management structure of the general meeting of shareholders and the scientific implementation of the resolutions of the board of directors during the reporting period of the company's general meeting of shareholders shall be standardized and ensured.
1、 Operation during the reporting period
During the reporting period, the company promoted the implementation of various operations in accordance with the development strategy of aviation military products and automobile. The aviation military industry division expanded the market and production capacity, improved the customer structure and expanded the product line in the auto parts business field, reviewed and achieved mass production of high-quality products represented by Toyota. The details of the company's business development during the reporting period are as follows:
1. In 2021, the company realized an operating revenue of 7499438 million yuan, a year-on-year increase of 46.14%; The net profit attributable to shareholders of listed companies was 200405 million yuan, a year-on-year increase of 147.03%.
2. During the reporting period, the company actively expanded the market of new energy vehicle products, and successively obtained the fixed points of many products, such as ideal vehicle new generation extended range engine, Harbin Dongan Auto Engine Co.Ltd(600178) new generation extended range engine, Great Wall Motor Company Limited(601633) DHT hybrid platform, FAW GC hybrid platform project, Byd Company Limited(002594) DMI hybrid model, Lingte power hybrid, Chery 1.5L Kunpeng hybrid and so on. In view of the promising hydrogen fuel cell market in the future, combined with its own technical and talent advantages, the company has started the research and development of hollow pressure system and hydrogen circulation system components of hydrogen fuel cell system.
3. Promote the construction of superalloy casting production line. The production line adopts a new process, which has greatly improved the cost, performance and efficiency compared with the old process. It can be widely used in military and civil fields. Superalloy casting products will become an important growth point of the company's business development.
4. During the reporting period, the company continued to strengthen the construction of production lines for aviation structural parts, sheet metal parts, shaft parts and aviation system parts. The company's subsidiary Chengdu xinsanhe electromechanical New Technology Development Co., Ltd. (hereinafter referred to as "xinsanhe") xinsanhe established the aviation parts production base of Xindu Aviation Industrial park by purchasing assets according to the needs of customers, The company has further expanded its production capacity in the field of military products and aviation parts.
5. During the reporting period, the company completed the acquisition and integration of xinsanhe, gave play to the industrial synergy between the company and xinsanhe, realized complementary advantages, boosted the company's rapid entry into the military aviation parts market, and promoted the rapid development of the company's military products and aviation parts business.
6. During the reporting period, the company achieved mass production of products from GAC Toyota, FAW Toyota and other important customers, and the production and sales volume increased steadily. This customer provided important support for the growth of the company's traditional auto parts business during the reporting period and in the future. 7. The company continued to promote the construction of turbocharger production line and Toyota phase II parts production line, and completed the product development of many customers.
8. The company completed the issuance of shares to Mr. Wei Xiaolin, a specific object. The total amount of funds raised was 145 million yuan. After deducting the issuance cost of 2 million yuan, the actual funds received were 1430000 yuan, which supplemented the company's capital and provided financial support for the development of the company's new businesses such as aviation and military industry.
9. In general, the company has successfully completed its strategic transformation after four years of efforts and taking the opportunity of A-share listing:
(1) Business pattern: it has changed from the traditional auto parts manufacturer to the dual main industry of auto parts and aviation and military industry. In 2022, the proportion of aviation military products in total revenue and profit will be further improved.
(2) Product structure: on the basis of traditional camshaft, connecting rod and pulley products, through four years of continuous investment and construction, three categories of products are added: Aviation military products, turbocharger and superalloy casting. In 2022, turbocharger and superalloy products will bring significant continuous business growth to the company.
(3) Customer structure: auto parts customers have realized the transformation from independent brand customers to independent brand and joint venture brand customers; Military products customers have developed from zero basis to several mainstream military aircraft, civil aircraft and rocket military customers in China.
2、 Work of the board of directors during the reporting period
(I) convening of the board meeting
In 2021, the board of directors of the company held 11 meetings in total. The convening, convening procedures, resolution contents and the qualifications of the participants met the provisions of laws, regulations, normative documents, the articles of association and the rules of procedure of the board of directors. There was no case that the directors did not attend the meeting in person for more than two times. The details are as follows:
1. The 12th meeting of the third board of directors was held on February 9, 2021, and the proposal on applying for comprehensive bank credit, the proposal on providing guarantee for the financing of subsidiaries and the proposal on providing guarantee for the financing of the company by controlling shareholders and actual controllers were deliberated and adopted.
2. The 13th meeting of the third board of directors was held on April 2, 2021, and the proposal on acquiring the equity of Chengdu xinsanhe electromechanical New Technology Development Co., Ltd. was considered and adopted.
3. The 14th meeting of the third board of directors was held on April 22, 2021, Reviewed and approved the work report of the general manager of Chengdu Xiling Power Science & Technology Incorporated Company(300733) 2020, the work report of the board of directors of Chengdu Xiling Power Science & Technology Incorporated Company(300733) 2020, the final financial report of Chengdu Xiling Power Science & Technology Incorporated Company(300733) 2020, the special report on the deposit and use of raised funds of Chengdu Xiling Power Science & Technology Incorporated Company(300733) 2020, the profit distribution and capital reserve conversion plan of Chengdu Xiling Power Science & Technology Incorporated Company(300733) 2020, and the self-evaluation report on internal control of Chengdu Xiling Power Science & Technology Incorporated Company(300733) 2020 Proposal on withdrawing provision for impairment of assets in 2020, annual report and summary of Chengdu Xiling Power Science & Technology Incorporated Company(300733) 2020, proposal on reappointment of financial audit institution in 2021, proposal on completion of investment projects with raised funds from initial public offering, proposal on termination of investment projects with raised funds from initial public offering and permanent replenishment of working capital with surplus funds Proposal on change of accounting policies, report of the first quarter of Chengdu Xiling Power Science & Technology Incorporated Company(300733) 2021, proposal on cancellation of the sixth extraordinary general meeting of shareholders in 2020 and proposal on convening the 2020 annual general meeting of shareholders.
4. The 15th meeting of the third board of directors was held on April 26, 2021, and the proposal on acquiring the equity of Chengdu xinsanhe electromechanical New Technology Development Co., Ltd. was considered and adopted.
5. The 16th meeting of the third board of directors was held on June 9, 2021, and the proposal on equity pledge financing of Chengdu xinsanhe electromechanical New Technology Development Co., Ltd. was considered and adopted.
6. The 17th meeting of the third board of directors was held on July 5, 2021, and the proposal on the company's financing through financial leasing was considered and adopted.
7. The 18th meeting of the third board of directors was held on August 12, 2021, and the proposal on real estate mortgage of the company and the proposal on financing through financial leasing of the company were considered and adopted.
8. The 19th meeting of the third board of directors was held on August 26, 2021, which deliberated and adopted the semi annual report and summary of Chengdu Xiling Power Science & Technology Incorporated Company(300733) 2021, the special report on the deposit and use of raised funds in Chengdu Xiling Power Science & Technology Incorporated Company(300733) 2021 and the proposal on the appointment of deputy general manager. 9. The 20th meeting of the third board of directors was held on October 25, 2021, and the report of the third quarter of Chengdu Xiling Power Science & Technology Incorporated Company(300733) 2021 was reviewed and adopted.
10. The 21st Meeting of the third board of directors was held on November 22, 2021, which considered and approved 13 proposals, including the proposal on the company's meeting the conditions for issuing shares to specific objects, the proposal on the company's plan for issuing shares to specific objects, and the proposal on the company's plan for issuing shares to specific objects.
11. The 22nd Meeting of the third board of directors was held on December 23, 2021, which considered and adopted the self-evaluation report of Chengdu Xiling Power Science & Technology Incorporated Company(300733) internal control as of September 30, 2021 and the proposal on correction of accounting errors in the previous period.
(II) performance of special committees of the board of directors
1. Performance of audit committee
The audit committee of the board of directors of the company actively performs its duties in accordance with the articles of association and the detailed rules for the implementation of the audit committee of Chengdu Xiling Power Science & Technology Incorporated Company(300733) board of directors. The first quarter of 2021 is the annual report of the board of directors, and the fourth quarter of 2021 is the annual report on internal audit and self-control.
2. Performance of remuneration and assessment committee
The remuneration and assessment committee of the board of directors of the company actively performs its duties in accordance with the relevant provisions of the articles of association and the implementation rules of the remuneration and assessment committee of Chengdu Xiling Power Science & Technology Incorporated Company(300733) board of directors, studies and formulates the remuneration policies and assessment standards for directors and senior managers, and puts forward assessment suggestions on the remuneration status of directors and senior managers; During the reporting period, the remuneration and assessment committee of the board of directors was held once, mainly to consider the achievement of attribution conditions in the first attribution period of 2020 restricted stock incentive plan and the cancellation of some granted but not yet vested restricted stocks.
3. Performance of the strategy committee
The strategy committee under the board of directors of the company shall perform its duties in accordance with the articles of association and the detailed rules for the implementation of the strategy committee under the board of directors of Chengdu Xiling Power Science & Technology Incorporated Company(300733) . During the reporting period, the strategy committee of the board of directors held a total of one meeting, which mainly discussed the acquisition of equity of Chengdu xinsanhe electromechanical New Technology Development Co., Ltd. 4. Performance of the nomination committee
The nomination committee of the board of directors of the company shall perform its duties in accordance with the relevant provisions of the articles of association and the implementation rules of the nomination committee of Chengdu Xiling Power Science & Technology Incorporated Company(300733) board of directors, make suggestions on the size and composition of the board of directors according to the company's business activities, asset scale and equity structure, study the selection criteria and procedures of directors and senior managers, widely search for qualified directors and senior managers and make suggestions to the board of directors. During the reporting period, the nomination committee of the board of directors held a total of one meeting, which mainly discussed the appointment of Luo Chaojin as the deputy general manager of the company.
(III) convening of general meeting of shareholders
During the reporting period, the board of directors of the company convened the general meeting of shareholders on site for a total of two times. The convening, convening and voting of the general meeting of shareholders and the contents of the resolutions comply with the provisions of laws, regulations, normative documents, the articles of association and the rules of procedure of the general meeting of shareholders. The board of directors of the company earnestly implemented and implemented the resolutions of the general meeting of shareholders. The details are as follows: 1. The annual general meeting of shareholders of 2021 was held on May 21, 2021, Reviewed and approved the work report of the board of directors in Chengdu Xiling Power Science & Technology Incorporated Company(300733) 2020, the work report of the board of supervisors in Chengdu Xiling Power Science & Technology Incorporated Company(300733) 2020, the financial final accounts report in Chengdu Xiling Power Science & Technology Incorporated Company(300733) 2020, the report and summary in Chengdu Xiling Power Science & Technology Incorporated Company(300733) 2020, the profit distribution and capital reserve conversion plan in Chengdu Xiling Power Science & Technology Incorporated Company(300733) 2020, and the proposal on renewing the employment of the financial audit institution in 2021 Proposal on canceling the relevant proposals of the sixth extraordinary general meeting in 2020 and proposal on terminating the investment projects of some raised funds from the initial public offering of shares and using the remaining funds for permanent replenishment of working capital.
2. The first extraordinary general meeting of shareholders in 2021 was held on December 19, 2021, The proposal on the company's compliance with the conditions for issuing shares to specific objects, the proposal on the company's plan for issuing shares to specific objects, the proposal on the company's plan for issuing shares to specific objects, the proposal on the demonstration and analysis report of the company's plan for issuing shares to specific objects, and the proposal on the feasibility analysis report on the use of funds raised by the company's issuance of shares to specific objects were reviewed and approved Proposal on the filling measures for diluting the immediate return by issuing shares to specific objects and the commitments of relevant subjects, proposal on the report on the use of the company's previous raised funds by September 30, 2021, proposal on the establishment of a special account for the raised funds by issuing shares to specific objects, proposal on the company's shareholder return planning for the next three years (20222024) Proposal on requesting the general meeting of shareholders to authorize the board of directors and persons authorized by the board of directors to fully handle matters related to the company's issuance of shares to specific objects.
3、 Business plan and key work in 2022
In the future, the board of directors of the company will focus on the business development strategy of aviation military products and auto parts, consolidate the existing market, strengthen new market development, strengthen internal control, continuously improve the operation and management efficiency of the company and ensure the sustainable and healthy development of the company. The priorities of the board of directors in 2022 are as follows:
1. The automotive business division should continue to strengthen the market development of medium and high-end customers and the development of new energy vehicle products. Maintain existing customers and tap potential to ensure continuous growth of sales revenue.
2. Turbine
