Western Metal Materials Co.Ltd(002149)
Work report of the board of directors in 2021
In 2021, the board of directors of Western Metal Materials Co.Ltd(002149) (hereinafter referred to as "the company") strictly followed the provisions of the company law, the securities law, the articles of association, the rules of procedure of the board of directors and other laws and regulations, normative documents and the company's system, followed the principle of being responsible to the company and all shareholders, standardized operation, scientific decision-making, diligence and responsibility, strictly implemented the relevant resolutions of the general meeting of shareholders, and actively promoted the implementation of various resolutions of the board of directors, Continuously promote the sustainable and steady development of the company. The main work report of the board of directors during the reporting period is as follows:
1、 Overview of the company in 2021
2021 is the first year of the 14th five year plan of the company. All cadres and employees of the company unite to overcome the impact of the epidemic, take the national strategic layout and market demand as the guidance, deeply implement the innovation driven development strategy, continuously optimize the product structure, actively promote foreign strategic cooperation, promote the construction of high-quality cadres, and better complete the annual production and operation tasks. During the reporting period, the company achieved an operating revenue of 2.395 billion yuan, an increase of 18% year-on-year; The net profit attributable to the shareholders of the listed company was 133 million yuan, a year-on-year increase of 67.55%, and the overall operation of the company achieved sustained growth.
(I) actively arrange the "14th five year plan" and maintain the company's development concentration
Scientifically plan the strategic layout of the company, and do a good job in the 14th five year plan with high standards and high quality. After fully brewing and inviting external experts for special demonstration, the company has completed the "14th five year plan" and medium and long-term development plan, and defined the development orientation of the company's diversified cluster with titanium industry as the main body, composite material, rare and precious material and filter material industry as an important part, and coordinated development of other industries.
(II) new breakthroughs in high-quality development
In 2021, the company's overall revenue continued to increase, and the profitability of its main business continued to increase. Among them, the proportion of revenue in high-end application field increased significantly, and the sales revenue in aerospace field reached 730 million yuan, an increase of 35% year-on-year. After deducting non recurring profits and losses, the net profit attributable to shareholders of listed companies was 105 million yuan, a year-on-year increase of 141%.
(III) steadily promote the construction of raised investment projects
After the raised funds were in place, the company timely adjusted the implementation content of the raised investment project according to the changes of the situation. The construction of the new smelting plant was started in March 2021. The steel structure main body, main equipment foundation and water and electricity construction of the plant have been completed, and the equipment has the conditions of water, electricity and ventilation. The heating furnace, sanding machine, annealing and straightening production line and supporting equipment involving the improvement of sector production capacity have been put into operation, which has greatly increased the production capacity of military titanium materials, especially military thin sectors; The equipment related to the improvement of smelting capacity is entering the site for installation and commissioning, and is expected to be put into operation in the second quarter of 2022.
(IV) continuously strengthen R & D and innovation
In 2021, 120 million yuan of R & D funds were invested, accounting for 5.03% of the operating revenue. The company continues to increase the cultivation and development of new products and Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) to bring new growth points to the company, and some products have achieved batch production. It mainly includes: optimizing the preparation technology of titanium alloy sheet for aerospace, and greatly improving the production efficiency; The industrial preparation of high-performance and low-cost titanium alloy sector for armor was realized; Development of zirconium steel double-layer composite technology to realize product export; The production, preparation and continuous welding technology of corrosion-resistant alloy mesh filter bag in the field of high-temperature flue gas dust removal have been overcome; The batch production of large-scale medium thickness niobium tungsten alloy sectors was completed for the first time; The multi-layer composite target of refractory metal was successfully delivered to practical samples, the basic development of heat sink material molybdenum alloy was completed, and the test performance was good; High strength and tough titanium alloy tubes with a length of more than 20 meters were prepared for oil and gas opening; The in-situ synthesis technology of ultrafine silver quantum dots embedded on the surface of micro particles was developed; A preliminary exploration was made in the trial production of pure titanium strip for bipolar sector of hydrogen fuel cell; Strengthen the technical development of titanium alloy profile and shell, diaphragm valve / pressure reducing valve and other valve precision parts, and form a relatively perfect production and preparation process.
(V) actively promote the listing and capital increase of subsidiaries
1. The holding subsidiary was successfully listed. In the first half of 2021, Tianli company, Sinochem company and filt company, the holding subsidiaries, were listed on the new third board. Tianli company and filt company entered the innovation layer in June 2021, improved the corporate governance structure, and achieved great growth in shareholder returns.
2. Complete the capital and share increase of Tianli company and filt company, and actively promote the capital and share increase of Sinochem company. Tianli company increased 9 million shares and raised 40.05 million yuan; Philter company increased its capital and shares by 3.45 million shares and raised funds of 1991 million yuan; The capital increase and share expansion plan of Sinochem has been deliberated and approved by the general meeting of shareholders and is expected to be completed by the end of May 2022.
3. Acquire the equity of Taijin company held by Western titanium industry and participate in the capital increase of Taijin company. The company purchased 20% equity of Taijin company held by Western titanium industry with 19.2 million yuan and invested 9.6 million yuan to participate in the capital increase and share expansion of Taijin company, maintaining the shareholding ratio at 20%.
4. Complete the capital increase of the joint-stock company Western New Zirconium. The company invested 15.99 million yuan to subscribe for the new equity of 3.185 million yuan of western new zirconium. After the capital increase, the company held 30.985 million yuan of equity of western new zirconium, with a shareholding ratio of 8.48%.
5. Complete the capital increase of Chaoyang JINDA, a joint-stock company. The company invested 10.11 million yuan to participate in this capital increase, and the shareholding ratio remained unchanged at 8%. It further deepened the strategic cooperation between the company and upstream military raw material suppliers and ensured the supply of military raw materials.
(VI) actively optimize the structure of cadre and talent team and pool the development force of the company
1. Focus on cultivating outstanding young cadres and strive to build a cadre team who wants to do something, can do something and do something. Adjust, select and appoint relevant cadres of the company's functional departments and holding subsidiaries according to the construction needs of the company's cadre team.
2. Strengthen the introduction of high-level talents and improve the quality of reserved talents. A total of 22 doctors and 45 masters were recruited in the year, which enhanced the soft power of the company's development.
(VII) continue to promote the construction of "two platforms"
Construction of innovation platform: in 2021, Western Metal Materials Co.Ltd(002149) was approved as a national enterprise technology center, marking a new step in the construction of innovation platform. In 2021, the company started the preparation of four key laboratories of the joint technology center. The equipment of new energy materials laboratory and environmental safety new materials laboratory has been basically installed, and basically has the testing and development conditions in the corresponding direction; The melting and casting processing laboratory, metal deep processing and special sector laboratory are expected to be fully put into use in the second quarter of 2022.
Digital platform construction: comprehensively review the operation of ERP system, carry out three phases of ERP application improvement training, and organize to sort out material codes and global address book. Implement financial mobile reimbursement system and electronic archives. Promote MES research, visit Qingdao Shuangrui, Zhonghang Electronic Measuring Instruments Co.Ltd(300114) and other places to learn about MES implementation experience and have in-depth exchanges with implementers to form a preliminary MES plan.
2、 Daily work of the board of directors in 2021
(I) convening of the general meeting of shareholders
Throughout the year, the board of directors convened a general meeting of shareholders and formed 11 resolutions. Deliberated and passed the company's 2020 annual report, annual financial budget, final accounting plan, annual profit distribution plan and other proposals.
(II) convening of the board of directors
The board of directors held 6 meetings throughout the year, and 32 resolutions were considered and formed. The content of the meeting mainly involves issues related to the investment projects raised by non-public offering of shares and the use of raised funds, foreign investment, changes in accounting policies, 2020 profit distribution plan, regular report, annual financial budget, final account report, annual assessment plan, daily related party transactions, guarantee and other matters.
(III) meetings of special committees
The board of directors of the company consists of four special committees: Strategy Committee, audit committee, nomination committee and salary and assessment committee. Among them, the strategy committee holds one meeting, the audit committee holds four meetings, the salary and assessment committee holds one meeting and the nomination committee holds one meeting. The meeting mainly involves the projects invested by raising funds and the use of raised funds, the 2020 annual report, the appointment of senior executives, the annual assessment plan and other matters.
(IV) investment, related party transactions, guarantee and financing
During the reporting period, the board of directors prepared proposals on the adjustment of investment projects with raised funds, the supplement of working capital with idle raised funds, the expected line of daily connected transactions, the guarantee line to subsidiaries and the comprehensive credit line of the company, and submitted relevant proposals to the general meeting of shareholders for deliberation and strict implementation. In 2021, the above matters were implemented according to the plan, and there was no significant difference.
(V) information disclosure and investor relations management
In 2021, the board of directors made information disclosure in strict accordance with the requirements of truthfulness, accuracy, integrity, fairness and timeliness of information disclosure, continuously improved the quality of information disclosure, and issued 103 announcements throughout the year, which objectively and completely reflected the operation and governance of the company. The company can maintain communication with the regulatory authorities, ensure the legal compliance of major information disclosure matters, and safeguard the legitimate rights and interests of investors.
In 2021, the board of directors attached great importance to and continued to do a good job in investor relations management, providing investors with diversified communication channels, enabling investors to fully understand the company's production and operation status and financial status, and maintain the company's good image in the capital market. It mainly includes actively participating in the investor meeting held by relevant securities companies and warmly receiving visiting institutional and individual investors; Earnestly and carefully answer the online and telephone questions of investors; Actively participate in the online collective reception day for investors in Shaanxi Province, hold the performance presentation of 2020 annual report and communicate with investors online; Pay close attention to the company's stock trading and public opinion information.
3、 Development prospect in 2022
In 2022, the company will maintain its strategic focus, continue to focus on its main business, strengthen its layout in key fields such as military industry, nuclear power, environmental protection and marine engineering, and continue to promote industrial transformation and upgrading and realize the leapfrog development of the company by promoting the construction of fund-raising projects, increasing R & D investment, strengthening the introduction and training of talents and accelerating the construction of "two platforms".
(I) accelerate the construction of projects invested with raised funds to ensure that they are put into operation in the second quarter.
The investment and commissioning of some new plants in the second half of 2021 were affected by the epidemic situation. In 2022, the company will take measures to strengthen the promotion of project construction and ensure the production in the second quarter.
(II) optimize the company's R & D system, improve the fund investment mechanism, and continue to increase R & D investment.
In view of the imbalance of R & D strength of various units, implement differentiated management, strengthen R & D goal orientation, concentrate resources and focus on breakthroughs. Establish an incentive mechanism for R & D investment intensity, improve the assessment system from the overall level of the company, and strengthen process management.
(III) further improve the introduction, training and incentive mechanism of high-end talents.
In 2021, 22 doctors were signed in Western Metal Materials Co.Ltd(002149) , and there are 36 doctors in total. The company plans to have 120 doctors by the end of the 14th five year plan. Retaining and making good use of talents is a problem that needs to be solved at present. In 2022, the company will promote the healthy flow of talents within the company through the construction of career channels and strengthening the talent training and output function of the joint technology center. At the same time, strengthen the training of the company's existing talents, encourage further study and improve the allocation of existing talent resources.
(IV) actively promote the listing of Tianli, Xinuo and felte on the Beijing stock exchange.
In 2021, three subsidiaries have been listed on the new third board, Tianli and filt have entered the innovation layer, and SINOCHEM is expected to enter the innovation layer in May 2022. At present, the three companies have started the preparatory work for listing, and gradually start the application when the time is ripe.
(V) complete the capital increase and share expansion of Sinochem and Unocal.
Sinochem has completed the military audit of capital and share increase. At present, it is performing the approval procedures of the share transfer system and the CSRC. It is expected to complete the capital and share increase by the end of May. The company has started the capital increase and share expansion of Unocal, which is planned to be completed in the first half of 2022.
(VI) actively respond to the national "double carbon strategy" and comprehensively implement energy conservation and emission reduction measures.
In 2022, the company will closely follow the requirements of the national dual carbon strategy, promote high-quality development, and continuously reduce the energy consumption per unit output value through various energy-saving and consumption reduction measures. It is planned that the energy consumption per unit output value in 2022 will be 3% lower than that in 2021.
(VII) continue to promote the construction of two platforms.
Construction of innovation platform: in 2022, we will continue to strengthen the construction of R & D platform conditions, talent training and system construction, and continuously enhance the hard and soft power of scientific and technological innovation. Accelerate the manufacturing, installation and commissioning of key laboratory test equipment and testing instruments such as vacuum condensing furnace, electron beam welder and ultrasonic precision spraying machine, and put them into use as soon as possible; Strengthen the introduction and training of talents, organize the R & D personnel with master's degree and doctor's degree introduced by the company to participate in the company's main business technology research and new product development in multiple dimensions, and improve the company's R & D and innovation ability and level; Start the national military standard quality system and certification of confidentiality qualification to create conditions for the company to better complete military tasks.
Digital platform construction: take the Western titanium industry, Sinochem and field as the pilot, implement the MES system and improve the production and manufacturing management level; Improve the BI system and improve the ability of data analysis and application; According to the management requirements, carry out the secondary development of ERP system and carry out the evaluation of suppliers and customers.
Western Metal Materials Co.Ltd(002149)
Board of directors
April 14, 2022
