Shenzhen Sunwin Intelligent Co.Ltd(300044)
Work report of the board of directors in 2021
In 2021, based on the principle of being responsible to the public shareholders and the company, the board of directors carried out various work around the company's annual production and operation objectives in strict accordance with the relevant provisions of the company law, the securities law, the articles of association and the rules of procedure of the board of directors. With the attitude of being responsible to shareholders, all directors of the company earnestly performed the duties entrusted by the general meeting of shareholders, continued to standardize corporate governance, performed various works with due diligence and diligence, and safeguarded the rights and interests of the company and shareholders. The work report of the board of directors in 2021 is as follows:
1、 Main business of the company during the reporting period
During the reporting period, the company took the development direction of artificial intelligence as its core strategy and positioned itself as a provider of artificial intelligence software and hardware products and comprehensive solutions. The company further focused on the transformation and development of the main business of artificial intelligence, gradually withdrew from the subdivided fields where the competitive advantage is not obvious or the synergy effect is weak, and continued to increase the R & D investment in the core technology of artificial intelligence. On the one hand, we independently develop and manufacture hardware products with machine vision, autonomous navigation, intelligent control and data analysis as the core, such as UAV, Siasun Robot&Automation Co.Ltd(300024) , image and video recognition products, rail transit products and other artificial intelligence products; On the other hand, by using the above core technologies and hardware products to enable rail transit, smart city, industrial operation and maintenance and other businesses, it provides comprehensive solutions for the construction of system platforms for various application scenarios, such as industrial patrol operation and maintenance platform, airport wildlife intelligent management information system platform, driverless rail transit integrated monitoring system, smart station integrated solution, big data analysis platform and public information platform. At present, relying on the "industrial intelligence" and "artificial intelligence" industries, the company has continuously formed three major business development scenarios, including "industrial intelligence" and "artificial intelligence".
2、 Overview of the company's operation during the reporting period
During the reporting period, the company achieved an operating income of 1.032 billion yuan, a net profit attributable to shareholders of listed companies of negative 349 million yuan, and a net profit attributable to shareholders of listed companies of negative 663 million yuan after deducting non recurring profits and losses. As of December 31, 2021, the total assets of the company were 3.320 billion yuan, and the owner's equity attributable to shareholders of listed companies was 1.034 billion yuan.
2021 is a year of great challenges for enterprise operation. On the one hand, affected by the epidemic, the company is facing the severe challenge of economic downturn. On the other hand, the company's 2020 audit report is unable to express opinions, and the internal control assurance report is negative. The delisting risk warning of the company's shares has been implemented since April 30, 2021. In this context, during the reporting period, the company continuously improved internal control, strengthened corporate governance and improved internal control management system to improve the level of refined management; Carry out standardized management of various business operations, emphasizing risk control and early warning, so as to improve the company's internal control risk prevention ability; Enhance the executive ability of the company's management and strengthen information disclosure management to improve the quality of the company's information disclosure.
In view of the internal control assurance report with negative opinions issued by the audited institution in 2020, the company established a rectification leading group headed by Chairman Zhou Yong in May 2021, which consists of seven special groups, including financial self inspection and rectification group, letter Phi self inspection and rectification group, internal control self inspection and rectification group, asset integration group, accounts receivable group, human resources group and production and operation group, and has hired professional compliance legal counsel Professional teams such as Xinpi consultants to promote the standardization, procedure and systematization of the company's operation and management and promote the healthy, sustainable and stable development of the company. With the active promotion of the board of directors and various rectification teams, the company has completed self inspection, self correction, compliance rectification and other matters as follows:
1. System revision
In order to safeguard the legitimate rights and interests of the company, shareholders and creditors, standardize the organization and behavior of the company, in view of the existing important systems of the company, in accordance with the latest laws and regulations and in combination with the actual situation of the company, The amendments include the articles of association, the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, the internal accountability of directors, supervisors and senior managers, the management system of shares held by directors, supervisors and senior managers and their changes, the compensation management system of directors, supervisors and senior managers, the working rules of the Secretary of the board of directors and the working rules of the audit committee of the board of directors Detailed rules for the work of the nomination committee of the board of directors, detailed rules for the work of the remuneration and assessment committee of the board of directors, detailed rules for the work of the strategy committee of the board of directors, working system for independent directors, working procedures for annual reports of independent directors, management system for external guarantees, management system for foreign investment, management system for connected transactions, authorization on the daily management of the chairman of the board of directors, management system for changes in accounting policies, accounting estimates and accounting errors Detailed rules for the implementation of the cumulative voting system, management system for raised funds, internal audit system, registration system for insiders, accountability system for major errors in annual report information disclosure, annual report working procedures of the audit committee, investor relations management system, investor visit reception management system, management system for external information users, information disclosure management system and working rules of the information disclosure Committee Internal reporting system of major information, management system of subsidiaries and working rules of the general manager. The above 32 systems have been deliberated and adopted at the 16th meeting of the Fifth Board of directors of the company; The articles of association, the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, the rules of procedure of the board of supervisors, the working system of independent directors, the remuneration management system of directors, supervisors and senior managers, the management system of raised funds, the management system of connected transactions, the management system of external guarantee, the management system of foreign investment and the implementation rules of cumulative voting system, The resolution of the fourth extraordinary general meeting of shareholders in 2021 has been adopted, issued and implemented. Through the revision of these systems, promote the standardization, procedure and systematization of the company's operation and management, and promote the healthy, sustainable and stable development of the company.
2. Sort out and modify the approval process
The internal audit department of the company comprehensively reviewed the approval process, further standardized the approval work and supervised the implementation of the system. According to the articles of association, authorization on the daily management of the chairman of the board of directors, working rules of the general manager and other relevant systems, standardize the approval authority of the general manager and the chairman of the board of directors, and set up the matching approval process. The expenditure contracts less than 30 million yuan are approved by the general manager, and the expenditure contracts higher than 30 million yuan (including 30 million yuan) are approved by the chairman of the board of directors under the authorization of the board of directors, so as to reduce the business risk of the company.
Revoke the right of final adjudication of fund payment of all department managers and heads of business units except the chairman and general manager, and change to participate in the review; All payments less than 1 million yuan are approved by the general manager, and the finance department handles the external payment procedures. Payments higher than 1 million yuan (including 1 million yuan) can only be paid after the approval of the general manager and the approval of the chairman, so as to eliminate the payment without commercial substance and reduce the capital and financial risk of the company.
3. Organize compliance training
The company has invited the compliance lawyer team that provides services to the company to conduct training and Study on securities laws and regulations for all directors, supervisors, senior and middle-level cadres and personnel in relevant positions for four times, and will continue to carry out regular and irregular training on securities laws and regulations, further strengthen the learning and training of relevant personnel on laws, regulations and systems, and improve their normative awareness.
The company has bound the revised relevant systems into a volume and distributed them to the management and middle-level cadres of the company and subsidiaries for study and study. In the follow-up, it will also formulate training plans to study, publicize and implement the internal systems for all employees, so as to effectively ensure the effective implementation of various rules and regulations in each work process.
4. Strengthen the management of company seal
Organize relevant departments to modify the management system for the use of company seals, appoint special personnel to keep all kinds of company seals, clarify the approval process for the use of all kinds of seals, set up the process, and upload the printed documents to the nailing system for backup. The use of contract seals can only be used after the approval of all levels of the contract is completed. By strengthening the management of the company's use of various seals, reduce the risk of the company's use of seals and eliminate the occurrence of unauthorized sealing without approval.
5. Strengthen the current contract approval management and the follow-up audit of signed contracts
Optimize the contract approval process, practically strengthen the sense of responsibility in the approval, and require all approvers in the approval process (especially contract review) to put forward clear approval opinions. At the same time, the audit department conducted a special audit on the contracts signed between January 2018 and August 2021 with a contract amount of more than 500000 yuan. It mainly audited the problems existing in the process of expenditure contract review, income contract review, expenditure payment review and seal management. Through the special audit, it found the deficiencies of internal control in the process of contract signing, put forward audit rectification opinions, and further improved the standardization of the company's internal control management.
6. Internal control rectification
During the reporting period, the company further strengthened its internal control and improved its corporate governance and internal control management system in order to prevent and eliminate internal control risks. By the end of the reporting period, the company had completed the following internal control rectification work:
(1) Receivables involving no commercial substance
No commercial matters I: on December 20, 2019 and May 8, 2020, the company signed a high-voltage Engineering Subcontract and a supplementary contract for high-voltage subcontracting engineering with Shenzhen Haotian Hangyu Trading Co., Ltd. (hereinafter referred to as "Haotian Hangyu") for Langfang data center project. Haotian Hangyu provided engineering subcontracting services to the company, with contract amounts of 85.27 million yuan and 15.2 million yuan respectively. As of June 2020, the company had paid a total of 96.2 million yuan for the project. As of December 31, 2020, the balance of such prepayments was 179771 million yuan. The company recognized the operating revenue of 85.4 million yuan and carried forward the operating cost of 78.23 million yuan due to the subcontracting business.
No commercial substance 2: on December 16, 2019, Shenzhen Qianhai Boyi Technology Development Co., Ltd. (hereinafter referred to as "Qianhai Boyi"), a subsidiary of Saiwei intelligence, signed a chicken by-products purchase and sales contract with Shaanxi GESHANG Industrial Co., Ltd. (hereinafter referred to as "Shaanxi GESHANG"), with a contract amount of about 500 million yuan to purchase Brazilian frozen chicken feet from Shaanxi GESHANG. In January 2020, Qianhai Boyi paid a purchase advance payment of 109 million yuan to Shaanxi GESHANG according to 20% of the annual order amount. As of December 31, 2020, the balance of such advance payment was 109 million yuan.
Substance 3 of UAV business: on December 25, 2019, Saiwei intelligent signed a UAV parts purchase and sales contract with Shenzhen Taihe Jiayuan Trading Co., Ltd. (hereinafter referred to as "Taihe Jiayuan"), with a contract amount of 113 million yuan. In January and April 2020, Saiwei intelligent paid a total of 59.32 million yuan in advance to Taihe Jiayuan.
For the payment without commercial substance, according to the audit in 2020, the company has fully recognized the above errors and carried out corresponding rectification. As of November 30, 2021, the company has fully recovered the above non commercial funds totaling 2489629 million yuan, and received a total capital use cost of 379448 million yuan borne to the company according to the annualized interest rate of 9% and the actual use time.
(2) Collection involving funds occupied by related parties
During the reporting period of 2020, Hefei Saiwei intelligent Co., Ltd. (hereinafter referred to as "Hefei Saiwei"), a subsidiary of Saiwei intelligent, paid 41.625 million yuan to several individuals in the name of current payment, which was returned to Hefei Saiwei after several months.
For the occupation of funds by related parties, the company has carried out special work of self inspection and self correction, and has recovered all the funds occupied by related parties of 41.125 million yuan. The related parties have paid interest to the company at the annualized interest rate of 5.5% and the actual use days, totaling 60715569 yuan. At present, the company has received the letter of commitment signed by all directors, supervisors and senior executives except independent directors on not occupying the company's funds. During the preparation of the semi annual and third quarter reports of 2021, the company has made further self inspection and self correction on the above matters. In the future, the company will continue to strengthen the implementation of internal control and fund management to further eliminate the non-conforming related party transactions and the reoccurrence of the occupation of funds by related parties.
(3) Collection of financial assistance
In response to the company's reply to the inquiry letter of the semi annual report of Shenzhen Stock Exchange, the financial assistance provided to Shenzhen Qianhai Junhan Technology Co., Ltd. was 123224 million yuan, and there was no commercial substance with Qianhai Junhan, which was later confirmed as the financial assistance through audit. As of December 30, 2021, it had been fully recovered. At the same time, the company charged 5.3731 million yuan of capital interest at an annualized interest rate of 5.5%.
(4) Rectification of internal control defects in inventory management
As of the issuance date of the internal control assurance report in 2020, Zhonghui Certified Public Accountants (special general partnership) (hereinafter referred to as "Zhonghui certified public accountants") has not obtained the intelligent and complete inventory purchase, sales and inventory list of Saiwei, and has not obtained satisfactory audit evidence in terms of raw material procurement, requisition and ending balance. In the process of inventory counting, Zhonghui office found that there were many unrecorded inventories.
Sort out the inventory details of the company and complete the inventory control table for each inventory defect.
As a listed company, standardized operation is the most basic requirement for the sustainable and healthy development of the company, and it also runs through all aspects of the company's operation and management. Under the requirements of the new policy environment, the company's business environment and its own conditions are also changing. The company will take this rectification as the starting point to continuously strengthen the construction of its own internal control system, improve the implementation level of internal control and improve the standard operation level; At the same time, the company will keep in mind the four reverences of "reverence for the market", "reverence for the rule of law", "reverence for profession" and "reverence for risk", adhere to the four bottom lines of "no disclosure of false information, no insider trading, no manipulation of market prices and no damage to the interests of listed companies", effectively improve the effectiveness of corporate governance, scientific decision-making, business stability and development sustainability, constantly improve the level of corporate governance and achieve high-quality development.
3、 Work of the board of directors during the reporting period
(I) meetings of the board of directors during the reporting period
In 2021, the board of directors of the company held 15 meetings of the board of directors. The specific contents are as follows:
Disclosure date of the meeting session meeting resolution
stage
Deliberated and adopted: 1. The fifth session on improving the quality self inspection report and rectification measures of Listed Companies in 2020
