Work report of the board of directors in 2021
Guangdong Kitech New Material Holding Co.Ltd(300995) (hereinafter referred to as "the company") is engaged in the R & D, manufacturing and sales of environment-friendly and functional polymer modified composites, precision injection molding, design, development, production and sales of high-end molds and related services. As a national high-tech enterprise and one-stop service platform, the company has an innovative business model of plastic molding integration from modified materials to precision injection parts and precision injection molds, changing the supply pattern of scattered technology, low efficiency and low professionalism in the plastic molding industry. The target customer group has high recognition of the company's integrated technical solutions and all-round after-sales technical service system, so as to achieve greater customer viscosity and higher customer satisfaction. At the same time, the integrity and professionalism of the process chain provide customers with flexible and customized materials and services, and provide customers with value-added services such as molding process technology training, technology output and part structure optimization. The company's products cover high-performance polymer modified composites, precision injection molding services (including auto parts, etc.), precision mold design and development, auto products (including children's car safety seats, etc.).
As a national strategic emerging industry, new materials is a key area of high-tech competition. Guangdong Kitech New Material Holding Co.Ltd(300995) with the development goal of "building a world-class enterprise and creating a national famous brand", the mission of making the world brand use Chinese materials, and the quality purpose of scientific and technological innovation and excellence, it has become a leading enterprise in China's modified plastics industry and one of the most influential enterprises in Guangdong manufacturing industry. With advanced R & D equipment, strong R & D team and strong development ability, the company has successively won a series of honors such as "top ten engineering plastics in China's plastic industry", "Guangdong provincial enterprise technology center", "Guangdong innovative enterprise", "high-tech enterprise" and "Guangdong private science and technology enterprise", and won the honor of class a taxpayer of the State Administration of Taxation and Local Taxation Bureau for many consecutive years.
In 2021, the company's operating performance and the operation of the board of directors are reported as follows:
1、 Overall operation of the company in 2021
In 2021, the company's annual operating revenue reached 31988713409 yuan, a year-on-year decrease of 11.32%; The annual operating profit was 3871936987 yuan, a year-on-year decrease of 55.76%. The rise in the price of bulk raw materials led to a sharp rise in the price of nylon, glass fiber and auxiliary materials, resulting in an increase in the average unit cost of modified composites for the company's main products and a decrease in gross profit margin; In addition, with the effective control of the epidemic situation in China, the price of the company's modified polypropylene composite meltblown materials and other protective articles decreased in 2021, and the sales volume decreased significantly compared with the same period last year, resulting in a significant decrease in the overall income of protective articles compared with the previous year. The above factors led to a sharp decline in the company's operating performance in 2021 compared with the same period last year. At present, the company's business has developed steadily. Except for epidemic prevention products, the company's operating revenue and profit have increased. The company's profit has reached the target of the budget at the beginning of the year, ensuring the company's steady and progressive development pace and laying a solid foundation for the company to achieve its strategic objectives.
2、 Review of the daily work of the board of directors
During the reporting period, the board of directors of the company was composed of 7 directors. The members of the board of directors prudently exercised the functions and powers conferred by the articles of association and the general meeting of shareholders, and held a total of 7 meetings in combination with the business needs of the company. The notice, convening and voting procedures of the meetings were in line with the requirements of the company law, the articles of association and other relevant national laws, regulations and regulatory authorities. The convening and voting contents of the meetings are as follows:
(I) on January 28, 2021, the fourth meeting of the third board of directors of the company was held in an on-site manner. The following proposals were considered and passed at the meeting:
1. Proposal on Approving the release and use of the company's review report on listing matters
2. Proposal on appointment of securities affairs representative
(II) on March 9, 2021, the fifth meeting of the third board of directors of the company was held in an on-site manner. The meeting considered and passed the following proposals:
1. Proposal on the work report of the board of directors in 2020
2. Proposal on the work report of independent directors of the company in 2020
3. General manager's proposal for 2020
4. Proposal on the work report of the strategy committee of the board of directors in 2020
5. Proposal on the work report of the remuneration and assessment committee of the board of directors in 2020
6. Proposal on the work report of the nomination committee of the board of directors in 2020
7. Proposal on the work report of the audit committee of the board of directors in 2020
8. Proposal on the company's 2020 annual financial statement report
9. Proposal on the company's 2021 annual financial budget report
10. Proposal on the determination of directors' remuneration in 2020 and directors' remuneration scheme in 202111 Proposal on determining the remuneration of senior managers in 2020 and the remuneration scheme of senior managers in 2021
12. Proposal on the purchase of financial products by the company
13. Proposal on self evaluation report on internal control of the company
14. Proposal on agreeing to report 2020 financial statements
15. Proposal on applying for credit line from banks in 2021
16. Proposal on guarantee provided by related parties for the company
17. Proposal on 2020 profit distribution plan of the company
18. Proposal on estimating the company's daily connected transactions in 2021
19. Proposal on convening the 2020 annual general meeting of shareholders of the company
(III) the sixth meeting of the third board of directors of the company was held on May 6, 2021. The following proposals were considered and passed at the meeting:
1. Proposal on establishing a special account for raised funds and signing a tripartite supervision agreement
2. Proposal on reviewing the company's financial statements for the first quarter of 2021
3. Proposal on the implementation of relevant accounting standards by the company
(IV) on June 4, 2021, the seventh meeting of the third board of directors of the company was held in an on-site manner. The following proposals were considered and passed at the meeting:
1. Proposal on changing the registered capital and company type of the company, amending the articles of association and handling the industrial and commercial change registration
2. Proposal on using some idle raised funds for cash management
3. Proposal on increasing the amount of idle self owned funds for cash management
4. Proposal on Amending the rules of procedure of the general meeting of shareholders
5. Proposal on Amending the rules of procedure of the board of directors
6. Proposal on Amending the working system of independent directors
7. Proposal on Amending the external guarantee management system
8. Proposal on Amending the foreign investment management system
9. Proposal on Amending the decision-making system of connected transactions
10. Proposal on Amending the management system of raised funds
11. Proposal on Amending the information disclosure management system
12. Proposal on formulating the foreign exchange hedging business management system
13. Proposal on developing foreign exchange hedging business
14. Proposal on convening the first extraordinary general meeting of shareholders in 2021
(V) on August 19, 2021, the eighth meeting of the third board of directors was held in an on-site manner. The following proposals were considered and adopted at the meeting:
1. Proposal on the full text and summary of the 2021 semi annual report
2. Proposal on the special report on the deposit and use of raised funds in the half year of 2021
3. Proposal on formulating the management system of futures hedging business
4. Proposal on developing polypropylene futures hedging business
5. Proposal on the profit distribution plan for the half year of 2021
6. Proposal on convening the second extraordinary general meeting of shareholders in 2021
(VI) on September 7, 2021, the ninth meeting of the third board of directors was held in an on-site manner. The following proposals were considered and adopted at the meeting:
1. Proposal on adjusting the amount of raised funds to be invested in investment projects with raised funds
2. Proposal on using raised funds to replace self raised funds that have been invested in raised investment projects in advance and paid issuance expenses
(VII) the 10th meeting of the third board of directors of the company was held on October 25, 2021. The meeting considered and passed the following proposals:
1. Proposal on the full text of the third quarter report of 2021
2. Proposal on reappointment of accounting firm in 2021
3. Proposal on convening the third extraordinary general meeting of shareholders in 2021
3、 The board of directors proposed to convene the general meeting of shareholders and the implementation of the resolutions of the general meeting of shareholders
(I) the 2020 annual general meeting of shareholders of the company was held on March 31, 2021, which considered and adopted the following matters:
1. Proposal on the work report of the board of directors in 2020
2. Proposal on the work report of the board of supervisors in 2020
3. Proposal on the work report of independent directors of the company in 2020
4. Proposal on the company's 2020 annual financial statement report
5. Proposal on the company's 2021 annual financial budget report
6. Proposal on the determination of directors' remuneration in 2020 and directors' remuneration scheme in 2021 7 Proposal on determining the remuneration of supervisors in 2020 and the remuneration scheme of supervisors in 2021 8 Proposal on agreeing to report 2020 financial statements
9. Proposal on the purchase of financial products by the company
10. Proposal on applying for credit line from banks in 2021
11. Proposal on guarantee provided by related parties for the company
12. Proposal on 2020 profit distribution plan of the company
(II) the first extraordinary general meeting of shareholders in 2020 was held on June 24, 2021, which considered and passed the following matters:
1. Proposal on changing the registered capital and company type of the company, amending the articles of association and handling the industrial and commercial change registration
2. Proposal on using some idle raised funds for cash management
3. Proposal on increasing the amount of idle self owned funds for cash management
4. Proposal on Amending the rules of procedure of the general meeting of shareholders
5. proposal on Amending the rules of procedure of the board of directors
6. Proposal on Amending the working system of independent directors
7. Proposal on Amending the external guarantee management system
8. Proposal on Amending the foreign investment management system
9. Proposal on Amending the decision-making system of connected transactions
10. Proposal on Amending the management system of raised funds
11. Proposal on Amending the rules of procedure of the board of supervisors
(III) on September 9, 2021, the second extraordinary general meeting of shareholders of the company in 2021 was held to consider and adopt the following matters:
1. Proposal on the profit distribution plan for the half year of 2021
(IV) the third extraordinary general meeting of shareholders of the company in 2021 was held on November 12, 2021, which considered and adopted the following matters:
1. On renewing the appointment of Accountants in 2021
In its production and operation activities, the company strictly abides by various national laws and regulations, the articles of association and other relevant provisions, operates in a standardized manner and operates in accordance with the law. The company's business decision-making procedures comply with relevant laws and regulations, and the company's internal management system has been gradually established and improved. The resolutions made by the shareholders' meeting can be effectively implemented by the company's board of directors. It is not found that the directors of the company violate the relevant provisions of national laws, regulations and the articles of association when performing their duties, nor do they damage the interests of the company and all shareholders.
Guangdong Kitech New Material Holding Co.Ltd(300995) board of directors April 15, 2022
