Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024)
Work report of the board of directors in 2021
In 2021, the board of directors of the company actively and effectively exercised its functions and powers in strict accordance with the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules and other laws and regulations, as well as the articles of association, rules of procedure of the board of directors and other relevant laws and regulations and the relevant provisions of the company's system, and earnestly implemented the resolutions of the general meeting of shareholders with the attitude of being responsible to all shareholders, He diligently carried out the work of the board of directors, promoted the company's long-term strategy, the development of various businesses and the improvement of governance level, and actively and effectively played the role of the board of directors. The main work of the board of directors in 2021 is reported as follows:
1、 Operation of the company during the reporting period
In 2021, under the influence of policies, medium and long-term structural adjustment and the impact of the epidemic, China's economic growth showed a trend of high in the first half of the year and low in the second half of the year. Among them, the investment structure of fixed assets was significantly differentiated and the investment in real estate development was significantly weakened in the second half of the year. In the face of such comprehensive factors as the macroeconomic environment, the regulation and control policies of the real estate industry and the superposition of multiple epidemics in China, the company, under the leadership of the board of directors, actively responded to the gradual changes in the market pattern of downstream customers. At the same time, through strategic investment such as investment, M & A and resource integration, the company continued to expand its business scale. During the reporting period, the operating revenue showed a stable trend, realizing an operating revenue of 3412315 million yuan, Compared with the same period last year, it increased by 7.25%. However, based on the overall real estate regulation policy and the continuous tightening of the credit environment of downstream customers, the slowdown of customer collection and the extension of collection period led to the increase of the company's credit impairment loss, as well as the increase of corresponding human costs in the business layout of urban renewal and interior design, the company realized a net profit of 468902 million yuan attributable to the shareholders of listed companies during the reporting period, a decrease of 35.70% over the same period of last year.
1. Rely on the established key customer marketing system to actively respond to market changes
In the context of macro-control of real estate, the real estate industry has entered a new integration period. Facing the development trend of continuous concentration of leading enterprises in the real estate industry, the company relies on years of accumulated professional experience and accurate grasp of the industry trend, relies on the established marketing system of key customers, maintains continuous and close cooperation with leading real estate enterprises such as poly and China shipping, and actively expands new key customer resources, Under the precise positioning of "the architectural design company with the most real estate development thinking", we pay more attention to the pre research of land and the allocation of design human resources,
During the reporting period, the central and local governments frequently issued policies to stabilize the real estate market. In the first three quarters, the central and local governments continued to increase their real estate regulation policies. In particular, the decline in the popularity of land auction in key cities in the second half of the year became a common phenomenon. Real estate sales and investment showed a downward trend, the year-on-year growth rate continued to decline, and some real estate developers were exposed to risks. The company actively faced the changes in the downstream market and always paid attention to the credit of downstream customers and various business indicators. During the reporting period, the main customers of the company operated normally. However, due to the downturn of the real estate market and the decline of the popularity of concentrated land auction, the residential construction business of the company was affected to a certain extent during the reporting period, with an operating revenue of 2425546 million yuan, a decrease of 11.81% over the same period of last year.
2. Introducing and outsourcing, integrating advantageous resources, and actively laying out multi business product lines
In the face of the continuous changes in the downstream market, in order to continuously improve the company's sustainable competitiveness, during the reporting period, the company combed the business lines internally and introduced strategic human resources on the premise of stabilizing the dominant position of the original residential business, and actively laid out the business product lines of market segments such as medical care, culture and education, urban renewal and so on through the integration of advantageous resources such as investment and M & A. During the reporting period, the scale of the company's public construction business was greatly improved, with an operating revenue of 978545 million yuan, an increase of 126.84% over the same period of last year.
(1) Acquire medical architectural consulting and design companies and build medical and health care product lines
During the reporting period, in order to meet the company's strategic development plan and actively seize the development opportunities of the medical and health care construction market in the post epidemic and aging society, the company wholly acquired Shanghai qianxu project, which is mainly engaged in planning and consulting in the field of medical and health care, and Shanghai hope planning, which is engaged in architectural design, in August 2021, established hope medical and health care business development center and set up a medical and health care product line Starting from the whole process of integrated design, construction, operation and other development, we provide customers with reasonable medical planning and integrated solutions.
(2) Strategic cooperation with advantageous resources to actively promote the development of TOD business and culture and education business
In terms of TOD business, the company promoted the company's R & D and innovation through academic and technical exchanges and cooperation with external scientific research institutions, and vertically improved the company's R & D strength. During the reporting period, the company jointly built a digital city joint laboratory with Shanghai Jiaotong University to conduct scientific research, technology R & D and talent exchange in the field of TOD and digital city design in the way of combination of industry, University and research, Further improve the product competitiveness of the company's TOD business. At the same time, the projects designed by the company, such as Dongguan Humen TOD and Chengdu changgongyan Tod, have been unanimously recognized by customers and won a number of well-known awards. In terms of culture and education business, the company, together with Spain EMBT architecture firm, an international well-known design enterprise, won the bid for the project of Shenzhen Conservatory of music, which is one of the "top ten cultural facilities in the new era" planned and constructed by Shenzhen Municipal People's government.
(3) Continue to invest in human resources and enhance the business section of urban renewal and interior design
With the overall cooling of the real estate market, during the reporting period, based on the strategic development goal, by increasing the human resources investment in urban renewal and interior design, the company set up a special business department in the urban renewal business section, focusing on the whole process design in the field of urban renewal, and realized a full range of consulting and design services from the aspects of preliminary planning, building interior integration design, project implementation, investment promotion and operation, etc.
3. Provide customers with preliminary industrial layout and solutions for building integration
Facing the development trend of the industry and the continuous change of national policy direction, the company further improves the layout of the construction industry chain while relying on the existing business advantage. During the reporting period, the company actively integrated internal and external resources, wholly acquired Shanghai qianxu engineering, Shanghai hope planning and other companies engaged in planning, consulting and design business in the field of medical and health care architecture, and participated in the establishment of Shanghai Huiyuan engaged in construction management. It has preliminarily realized the business layout of "planning + building interior integrated design + Construction Management + operation and maintenance consulting", and has the resources and ability to provide customers with integrated solutions, So as to promote the business development of the company.
4. Explore the combined development of construction industry and construction technology, and seek new business growth points
The company actively explores the road of combined development of construction industry and construction technology, and seeks the business development path of mutual integration of "driving technology with business and boosting business with technology". During the reporting period, the company wholly established Shanghai chuanghuixing Technology Co., Ltd. with science and technology as the main business, and introduced a new development team. In the future, the company will integrate internal and external resources to improve the efficiency and reduce the cost of the company's internal multi-disciplinary cooperation and help the development of the business of the construction industry. It also plans to realize the independent sales of software products or provide services to the outside world and expand the types of services of the company, Enhance the core competitiveness of the company.
At the same time, Shanghai Pusheng technology, a joint venture and holding company of the company, has achieved the initial goal of contributing operating income to the listed company during the reporting period by carrying out parking space data analysis, auxiliary pricing and other related services.
5. Successfully enter the capital market and broaden financing channels for the company's strategic development
During the reporting period, the RMB common shares issued by the company were officially listed and traded on the growth enterprise market of Shenzhen Stock Exchange on July 28, 2021. The company successfully entered the capital market, which greatly strengthened the financing function and financing expectation certainty of the company, alleviated the capital pressure of the company, widened the financing channels of the company, optimized the capital structure of the company, and further improved the brand influence of the company, Provide strong support for the long-term development of the company, and will continue to play a positive role in promoting the strategic development of the company.
2、 Work report of the board of directors in 2021
(I) convening of the board meeting
In 2021, the company held 11 meetings of the board of directors. The convening procedure of the meeting was in line with the relevant provisions of the company law, the articles of association and the rules of procedure of the board of directors. The meeting was legal and effective. All directors attended the meeting in person without being absent from the meeting. All directors did not raise any objection to the proposal submitted to the board of directors for deliberation. The time and resolutions of previous meetings are as follows:
1. On March 26, 2021, the 11th meeting of the second board of directors was held, and 16 proposals including the proposal on the work report of the general manager of the company in 2020 were considered and adopted.
2. On April 25, 2021, the 12th meeting of the second board of directors was held, and seven proposals including the proposal on Amending the company's measures for the administration of foreign investment were considered and adopted.
3. On June 28, 2021, the 13th meeting of the second board of directors was held, and the proposal on opening a special account for raised funds and authorizing the signing of a tripartite supervision agreement for raised funds was considered and adopted. 4. On August 13, 2021, the 14th meeting of the second board of directors was held, and six proposals including the proposal on changing the company's registered capital and company type, amending the articles of association and handling the industrial and commercial change registration were considered and adopted.
5. On August 26, 2021, the 15th meeting of the second board of directors was held, and two proposals including the proposal on the change of the company's accounting policies were considered and adopted.
6. On September 1, 2021, the 16th meeting of the second board of directors was held, and three proposals including the proposal on adjusting the investment budget of some investment projects with raised funds were considered and adopted.
7. On September 10, 2021, the 17th meeting of the second board of directors was held, and three proposals including the proposal on the appointment of deputy general manager and Secretary of the board of directors were considered and adopted.
8. On October 22, 2021, the 18th meeting of the second board of directors was held, and the proposal on the company's report for the third quarter of 2021 was considered and adopted.
9. On December 1, 2021, the 19th meeting of the second board of directors was held, and six proposals including the 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 were considered and adopted. 10. On December 10, 2021, the 20th meeting of the second board of directors was held, and the proposal on participating in the establishment of industrial investment fund was considered and adopted.
11. On December 20, 2021, the first meeting of the third board of directors was held, and five proposals including the proposal on the election of the chairman of the third board of directors were considered and adopted.
(II) implementation of resolutions of the general meeting of shareholders by the board of directors
In 2021, the board of directors of the company convened and organized five general meetings of shareholders, of which two were held by on-site voting before listing; Three times after listing, the method of combining on-site and online voting is adopted, and the voting of small and medium-sized investors is calculated separately, so as to facilitate the majority of investors to participate in the voting of the general meeting of shareholders and effectively protect the participation and supervision rights of small and medium-sized investors. The details of the general meeting of shareholders are as follows:
1. On April 16, 2021, the 2020 annual general meeting of shareholders was held, and 14 proposals including the proposal on the work report of the board of directors in 2020 were considered and adopted.
2. On May 10, 2021, the first extraordinary general meeting of shareholders in 2021 was held, and two proposals including the proposal on Amending the company's measures for the administration of foreign investment were considered and adopted.
3. On September 1, 2021, the second extraordinary general meeting of shareholders in 2021 was held, and two proposals including the proposal on changing the company's registered capital and company type, amending the articles of association and handling industrial and commercial registration were considered and adopted.
4. On September 17, 2021, the third extraordinary general meeting of shareholders in 2021 was held, and two proposals including the proposal on adjusting the investment budget of some investment projects with raised funds were considered and adopted.
5. On December 17, 2021, the fourth extraordinary general meeting of shareholders in 2021 was held, and seven proposals including the proposal on the general election of non independent directors of the third board of directors were considered and adopted.
In strict accordance with relevant laws and regulations, the articles of association and the rules of procedure of the general meeting of shareholders, the board of directors of the company carefully implements the decision-making procedures for major matters, implements the decision-making principle of deliberation before implementation, and carefully implements the resolutions adopted by the general meeting of shareholders in strict accordance with the resolutions and authorization of the general meeting of shareholders. There is no case that major matters have not been approved by the general meeting of shareholders, and there is no case that major matters have been implemented before deliberation.
(III) performance of special committees under the board of directors
The board of directors of the company has an audit committee and a remuneration and assessment committee. Each special committee operates in accordance with the terms of reference stipulated in relevant laws and regulations, the articles of association and the working rules of relevant special committees, earnestly performs the relevant work responsibilities of guidance, supervision and verification on professional matters, and submits them to the board of directors for deliberation and decision-making. During the reporting period, the special committees of the board of directors were able to operate in accordance with relevant regulations. All members fully exercised their rights and conscientiously performed their duties. They deliberated and passed a number of proposals, including periodic reports, re employment of audit institutions, salary assessment scheme and so on, which gave full play to the role of the special committee, enhanced the scientific decision-making of the board of directors and promoted the sustainable development of the company.
(IV) performance of duties of independent directors in 2021
In 2021, the independent directors of the company faithfully and diligently performed their duties in strict accordance with the relevant provisions of laws, regulations and rules, such as the company law, the securities law, the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and the working system of independent directors. The independent directors, Mr. Chen Yang, Mr. Chen Ren During his tenure, Mr. Ma Jing actively attended the meetings of the board of directors and the special committee of the board of directors held by the company, carefully considered various proposals of the board of directors, and expressed independent opinions and prior approval opinions on relevant matters. He did not comment on the matters considered by the board of directors of the company
