Baoding Lekai New Material Co., Ltd
Work report of the board of directors in 2021
In 2021, in strict accordance with 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 spirit of being responsible to the shareholders of the company, the board of directors of the company earnestly implemented the resolutions of the general meeting of shareholders, faithfully performed its duties, safeguarded the interests of the company, and further improved and standardized the operation of the company. In the face of the adverse effects of the epidemic in the century, such as the sharp rise in the price of bulk raw materials, with the strong support of lucky group and aerospace group, and the joint efforts of all directors, management and all employees of the company, the company actively responded to delisting risk warning ( st) and other risk warning (st), and made positive progress in all work. The following report is made on the main work in 2021:
1、 Operation
(I) completion of main indicators
Unit: 10000 yuan
Increase and decrease of the project from 2021 to 2020
Operating income 15309431310498 16.82%
Including: information anti-counterfeiting materials 539974607575 – 11.13%
Electronic functional materials 375568281008 33.65%
Fine chemical materials 600924418189 43.70%
Other business 144.76 37.25 288.63%
Net profit attributable to shareholders of listed companies 498.70 – 251729 119.81%
Net cash flow from operating activities 431204388909 10.88%
Basic earnings per share (yuan / share) 0.0246 -0.1242119.81%
In May 2021, some sales of thermal magnetic ticket products were resumed, and the special paper purchase and sales contract for railway passenger automatic fare collection magnetic ticket was signed with Shanghai Railway Printing Co., Ltd. During the reporting period, the company’s sales revenue of information anti-counterfeiting materials based on thermal magnetic tickets and magnetic stripe products was 539974 million yuan, accounting for 35.61% of its main business, a decrease of 10.89% compared with the same period last year.
While continuing to consolidate the market position of existing information anti-counterfeiting materials, the company continued to increase R & D investment, accelerate the R & D Progress of new electronic functional materials, actively expand the market of electronic functional materials such as electromagnetic wave protective film and pressure test film for FPC, and made further breakthroughs. During the reporting period, the company’s sales revenue of electronic functional materials was 375568 million yuan, accounting for 24.77% of its main business, an increase of 3.26% compared with the same period last year.
In December 2020, the company acquired 710355% shares of lucky chemical in cash, and the scope of the company’s consolidated statements changed. In June 2021, the Baoding plant of lucky chemical stopped production and began the demolition, transfer and overall relocation of equipment. In November 2021, the relocation of lucky chemical has been completed, the construction content of “lucky new rubber and plastic additives industrialization base project (phase I)” has been completed, all acceptance and filing procedures before trial production have been completed as required, and the trial production operation stage has been officially entered. During the reporting period, the sales revenue of fine chemical materials was 600924 million yuan, accounting for 39.63% of the main business, an increase of 7.62% compared with the same period last year.
(II) impact of changes in accounting policies on the company’s financial position and operating results
On December 7, 2018, the notice of the people’s Republic of China on revising and Issuing the accounting standards for Business Enterprises No. 21 – leasing (CAI Kuai [2018] No. 35) (hereinafter referred to as the “new leasing standards”) requires enterprises listed at home and abroad and enterprises listed abroad and implementing the accounting standards for business enterprises to prepare financial statements to be implemented as of January 1, 2019; Other enterprises that implement the accounting standards for business enterprises shall be implemented as of January 1, 2021.
In accordance with the provisions and requirements of the above notice, the company has made corresponding changes to the original accounting policies after deliberation at the ninth meeting of the Fourth Board of directors. The above changes comply with the relevant provisions of the accounting standards for business enterprises and have no significant impact on the company’s financial position, operating results and cash flow.
2、 Main working conditions
(I) construction and investment of raised investment projects
1. R & D Center Project: the raised funds were not used in 2021, and the total amount of raised funds used was 327354 million yuan. By the end of 2021, a total investment of 437513 million yuan has been invested. The project has been completed and put into use, and the completion acceptance of the project has been completed.
2. Rakai new materials electronic materials R & D and industrial base (phase I): the project is expected to invest 2171918 million yuan, of which 923514 million yuan will be raised. It is planned to be put into operation in December 2020.
On April 23, 2021, the seventh meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on adjusting the implementation progress of some investment projects with raised funds. In view of the current project progress, in order to ensure high-quality completion of equipment installation, production process commissioning and commissioning of new electronic functional materials during the project construction, the company decided to adjust the completion and operation time of “lucky new materials and electronic materials R & D and industrial base (phase I) project” to December 31, 2021.
During the construction of the project, affected by covid-19 epidemic, the construction period of some equipment was extended, and some equipment commissioning personnel could not go to the site for commissioning due to epidemic control measures. Comprehensively considering the subsequent equipment commissioning, commissioning and commissioning acceptance procedures of the project, on December 3, 2021, the 12th meeting of the Fourth Board of directors of the company considered and adopted the proposal on adjusting the implementation progress of some raised funds investment projects, and adjusted the completion and commissioning time of “lucky new electronic materials research and development and industrial base (phase I) project” to September 30, 2022.
By the end of 2021, the basic construction of the project has been completed, and equipment commissioning and acceptance preparations are under way. During the reporting period, the total investment was 693102 million yuan, of which 575264 million yuan was raised; By the end of 2021, the total investment was 1224889 million yuan, with an investment progress of 56.40%. The total amount of raised funds used was 980211 million yuan, with an investment progress of 106.14%.
(II) measures taken to eliminate delisting risk warning and other risk warnings
On April 27, 2021, Baoding Lucky Innovative Materials Co.Ltd(300446) (hereinafter referred to as “the company”) disclosed the 2020 annual report, and the accounting firm issued the audit report and the special verification report on the statement of operating income deduction. According to the annual report data, the audited net profit of the company in 2020 before and after deducting non recurring profits and losses is negative, and the annual operating income after deducting business income unrelated to the main business is less than 100 million yuan. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange (revised in December 2020) (hereinafter referred to as the Listing Rules), Shenzhen Stock Exchange implemented the “delisting risk warning” for the company’s stock trading on April 28, 2021.
The production of “thermal magnetic ticket production line” has been stopped, which has seriously affected the production and operation activities of the company, and it is expected that it will not return to normal within three months. According to the relevant provisions of the Shenzhen Stock Exchange’s GEM Listing Rules, the company’s stock trading has been subject to other risk warnings since September 15, 2020.
During the reporting period, the board of directors of the company actively took measures to remove the above risk warning.
1. Do a good job in the annual operation and ensure that the financial indicators meet the requirements
On April 15, 2022, the company’s annual audit accountant Zhitong Certified Public Accountants (special general partnership) issued an unqualified audit report for the company. According to the audit, as of December 31, 2021, the net profit attributable to the shareholders of the listed company was 4.987 million yuan. The net profit attributable to shareholders of listed companies after deducting non recurring profits and losses was -134715 million yuan. In 2021, the operating income was 1530943 million yuan, and the operating income after deducting the business income irrelevant to the main business and the income without commercial substance was 1516466 million yuan. The net assets at the end of 2021 were 678198300 yuan.
2. Communicate future needs with China Railway Group and its subordinate enterprises
After receiving the notice from Shanghai Railway Printing Co., Ltd., a printing enterprise subordinate to China Railway Group, on stopping purchasing the company’s thermal magnetic ticket products, the company continued to communicate with China Railway Group and its subordinate enterprises about future needs.
In 2021, the company received the temporary order of Shanghai Tieyin and signed a short-term purchase and sales contract with it. The contract is valid until December 31, 2021. In 2021, the company delivered 256.87 tons in total.
3. Accelerate the development and listing of new products of electronic functional materials of the company
Adhering to innovation driven, the company continues to strengthen the construction of R & D system, increase R & D investment, steadily promote the R & D of Rakai new materials and electronic materials and the construction of industrial base project, accelerate the R & D and listing progress of new electronic functional materials such as electromagnetic wave protective film and pressure test film for FPC, accelerate the transformation and development of the company, improve the competitiveness of the company’s sustainable development, and strive to eliminate other risk warnings as soon as possible.
During the reporting period, the company’s sales revenue of electronic functional materials was 375568 million yuan, an increase of 33.65% compared with the same period last year, but it has not had a significant impact on the company’s operating performance.
4. Carry out asset acquisition and expand the company’s main business scope
The company purchased 710355% equity of Baoding lucky Chemical Co., Ltd. from China Lucky Group Co., Ltd. Lucky Film Company Limited(600135) in cash. In December 2020, the company acquired the equity of lucky chemical and completed the relevant equity delivery and industrial and commercial registration change procedures, resulting in changes in the scope of the company’s consolidated statements.
In 2021, the sales revenue of light stabilizer based fine chemical materials produced by lucky chemical was 600924 million yuan, an increase of 43.70% over the same period of last year.
5. Plan to raise shares and purchase supporting assets
The company is planning to issue shares to purchase assets and raise supporting funds and related party transactions. The trading of the company’s shares has been suspended since the opening of the market on February 7, 2022. On February 18, 2022, the company held the 13th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors, deliberated and adopted the proposal on the scheme of issuing shares to buy assets and raising supporting funds and related party transactions, On February 21, 2022, the company disclosed the plan for issuing shares to purchase assets and raising supporting funds and related party transactions, the general risk warning on major asset restructuring and the suggestive announcement on the resumption of trading of the company’s shares, and applied to the Shenzhen Stock Exchange
Please note that the trading of the company’s shares will resume from the opening of the market on February 21, 2022. For details, see the relevant announcement published on the gem information disclosure website designated by the CSRC.
(III) daily work of the board of directors
1. In 2021, the company held six Board meetings, as follows:
(1) The company held the 7th Meeting of the 4th board of directors on April 23, 2021. All 8 directors of the company attended the meeting and deliberated and adopted 23 proposals, including the proposal on the work report of the general manager in 2020 and the proposal on the work report of the board of directors in 2020.
(2) The company held the 8th meeting of the 4th board of directors on August 11, 2021. All 8 directors of the company attended the meeting and deliberated and adopted three proposals, including the proposal on by election of directors of the company and the proposal on appointment of the general manager of the company.
(3) The company held the 9th meeting of the 4th board of directors on August 20, 2021. All 8 directors of the company attended the meeting and deliberated and adopted 9 proposals, including the proposal on the full text and summary of the 2021 semi annual report and the proposal on the review of the 2021 semi annual report on the use and deposit of raised funds. (4) On September 10, 2021, the company held the 10th meeting of the 4th board of directors. All nine directors of the company attended the meeting and deliberated and adopted three proposals, including the proposal on electing the chairman of the company.
(5) On October 25, 2021, the company held the 11th meeting of the 4th board of directors. All nine directors of the company attended the meeting and deliberated and adopted four proposals, including the proposal on the full text of the company’s third quarter report in 2021.
(6) The company held the fourth board meeting on December 3, 2021
