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安德利果汁(02218) - 2024年第三季度报告
2024-10-30 13:48
香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責,對其準確性或 完整性亦不發表任何聲明,並明確表示,概不對因本公告全部或任何部分內容而產生或因倚賴該 等內容而引致的任何損失承擔任何責任 。 海外監管公告 本公告乃烟台北方安德利果汁股份有限公司(「本公司」)根據《香港聯合交易所有限公司證券上市 規則》第 13.10B 條作出。 茲載列本公司於二零二四年十月三十日在上海證券交易所網站刊發之《2024 年第三季度報告》,僅供 參閱。 承董事會命 烟台北方安德利果汁股份有限公司 董事長 王安 中國烟台,二零二四年十月三十日 於本公告日期,本公司執行董事為王安先生、王坤先生、王萌女士及王艷輝先生,非執行董事為劉宗 宜先生及張偉先生,獨立非執行董事為龔凡先生、王雁女士及李堯先生。 证券代码:605198 证券简称:安德利 烟台北方安德利果汁股份有限公司 2024 年第三季度报告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者 重大遗漏,并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示: 公司董事会、监事会及董事、监事、高级管理人员保证季度报告内容的真实、准确、完 ...
安德利果汁(02218) - 2024 Q3 - 季度业绩
2024-10-30 13:01
Financial Performance - The company's operating revenue for Q3 2024 reached RMB 392,735,278.30, representing a year-on-year increase of 129.66%[4] - Net profit attributable to shareholders for Q3 2024 was RMB 64,001,578.69, reflecting a year-on-year growth of 26.17%[4] - The net profit excluding non-recurring gains and losses for Q3 2024 was RMB 60,552,725.92, a year-on-year increase of 16.15%[4] - Total revenue for the first three quarters of 2024 reached CNY 1,024,913,635.73, a significant increase of 53.4% compared to CNY 668,654,575.33 in the same period of 2023[12] - The company reported a net profit of CNY 217,981,573.72 for the first three quarters of 2024, compared to a net profit of CNY 188,000,000.00 in the same period of 2023, representing a growth of 15.7%[12] - Operating profit for the first three quarters of 2024 is CNY 198.03 million, a decrease of 10.7% compared to CNY 221.75 million in the same period of 2023[13] - Net profit for the first three quarters of 2024 is CNY 197.83 million, down 7.7% from CNY 214.29 million in the first three quarters of 2023[13] Assets and Liabilities - The total assets as of September 30, 2024, amounted to RMB 2,747,923,024.27, an increase of 5.27% compared to the end of 2023[5] - The total equity attributable to shareholders as of September 30, 2024, was RMB 2,611,931,775.47, up by 3.25% from the end of 2023[5] - The total liabilities increased to CNY 135,991,248.80, up from CNY 80,720,655.24, reflecting a growth of 68.5%[11] - Cash and cash equivalents increased to CNY 693,970,836.31 as of September 30, 2024, compared to CNY 544,174,213.28 at the end of 2023, reflecting a growth of 27.5%[10] - Accounts receivable rose to CNY 327,786,235.43, a substantial increase of 143.5% from CNY 134,443,005.81 at the end of 2023[10] - Inventory decreased to CNY 676,596,694.23 from CNY 900,933,178.00, indicating a reduction of 25%[10] Cash Flow - The cash flow from operating activities for the year-to-date period decreased by 32.15% compared to the previous year, totaling RMB 270,269,412.60[4] - Cash flow from operating activities for the first three quarters of 2024 is CNY 270.27 million, a decrease of 32.1% compared to CNY 398.36 million in the same period of 2023[14] - Total cash inflow from investment activities in the first three quarters of 2024 is CNY 2.71 billion, down 39.5% from CNY 4.48 billion in the same period of 2023[15] - Cash flow from financing activities in the first three quarters of 2024 shows a net outflow of CNY 115.52 million, an improvement from a net outflow of CNY 160.65 million in the same period of 2023[15] - The company reported cash and cash equivalents at the end of the first three quarters of 2024 amounting to CNY 691.87 million, an increase from CNY 208.52 million at the end of the same period in 2023[15] Earnings and Dividends - The company reported a basic earnings per share of RMB 0.18 for Q3 2024, an increase of 28.87% year-on-year[4] - The company’s basic and diluted earnings per share for the first three quarters of 2024 are both CNY 0.57, down from CNY 0.60 in the same period of 2023[13] - The company paid CNY 76.78 million in dividends and interest in the first three quarters of 2024, compared to CNY 36.91 million in the same period of 2023[15] Research and Development - Research and development expenses for the first three quarters of 2024 were CNY 6,693,387.16, down 21.3% from CNY 8,502,695.26 in 2023[12] Future Outlook - The significant increase in operating revenue was primarily due to a substantial rise in sales volume during the reporting period[7] - The company plans to expand its market presence and invest in new product development to drive future growth[12]
安德利:关于2024年半年度业绩说明会召开情况的公告
2024-10-18 08:07
一、本次说明会召开基本情况 2024年10月18日上午09:00-10:00,公司通过上海证券交易所上证路演中心(网址: http://roadshow.sseinfo.com/)以网络互动形式召开了2024年半年度业绩说明会。公 司总裁王坤先生、独立董事龚凡先生及副总裁、财务总监兼董事会秘书王艳辉先生出席 了本次说明会并与投资者进行互动交流和沟通,在信息披露允许的范围内就投资者关注 的问题进行回复。 证券代码:605198 证券简称:安德利 公告编号:2024-069 烟台北方安德利果汁股份有限公司 关于 2024 年半年度业绩说明会召开情况的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重 大遗漏,并对其内容的真实性、准确性和完整性承担法律责任。 烟台北方安德利果汁股份有限公司(以下简称"公司")已于2024年8月27日发布 了2024年半年度报告及其摘要,为便于广大投资者更全面深入地了解公司2024年半年度 经营成果、财务状况及现金分红等情况,公司于2024年10月18日上午09:00-10:00召开 了2024年半年度业绩说明会。现将会议召开情况公告如下: 回复:尊敬的投 ...
安德利:2024年9月证券变动月报表
2024-10-07 08:02
股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2024年9月30日 狀態: 新提交 致:香港交易及結算所有限公司 公司名稱: 烟台北方安德利果汁股份有限公司 (於中華人民共和國註冊成立之股份有限公司) 呈交日期: 2024年10月4日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | H | | | 於香港聯交所上市 (註1) | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 02218 | 說明 | 安德利果汁 | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 78,464,000 | RMB | | 1 RMB | | 78,464,000 | | 增加 / 減少 (-) | | | | | | RMB | | | | 本月底結存 | | | 78,464,000 | RMB | | 1 RMB | | 78,464,000 | | 2. 股份分 ...
安德利:关于2024年9月实施H股回购情况的公告
2024-09-30 08:19
烟台北方安德利果汁股份有限公司(以下简称"公司"或"本公司")于 2024 年 4 月 30 日召开 2023 年年度股东大会、2024 年第一次 A 股类别股东会议及 2024 年第一 次 H 股类别股东会议,审议通过了《关于提请股东大会给予董事会一般性授权以决定 回购不超过本公司已发行 H 股总数的 10%股份的议案》。 根据一般性授权,本公司于 2024 年 6 月 6 日开始实施 H 股回购,现将公司 2024 年 9 月在授权范围内的 H 股回购情况公告如下: 本公司 2024 年 9 月共实施 H 股回购 2 次,回购 H 股 1,429,500 股,占股东大会批 准一般性授权之日公司已发行 H 股股份总数的 1.82%,占公司股份总数的 0.41%,支付 资金总额为 12,304,055 港元(不含佣金等费用)。 证券代码:605198 证券简称:安德利 公告编号:2024-066 烟台北方安德利果汁股份有限公司 关于 2024 年 9 月实施 H 股回购情况的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者 重大遗漏,并对其内容的真实性、准确性和完整性承担法律责任。 ...
安德利果汁(02218) - 2024 - 中期财报
2024-09-02 08:57
Financial Position - As of June 30, 2024, total assets amounted to RMB 2,644,726,914.71, an increase of 1.3% from RMB 2,610,342,331.37 on December 31, 2023[7] - Current assets totaled RMB 1,780,480,650.76, slightly up from RMB 1,751,490,480.48, reflecting a growth of 1.7%[7] - Total liabilities rose to RMB 85,225,244.84, an increase of 5.6% from RMB 80,720,655.24[8] - Shareholders' equity attributable to the parent company increased to RMB 2,559,501,669.87, up from RMB 2,529,621,676.13, reflecting a growth of 1.2%[8] - The total equity attributable to shareholders at the end of the first half of 2024 was RMB 2,559,501,669.87, compared to RMB 2,529,621,676.13 at the end of the previous year, reflecting a slight increase[18]. Cash Flow and Investments - Cash and cash equivalents decreased significantly to RMB 241,227,468.43 from RMB 544,174,213.28, a decline of 55.7%[7] - Cash flow from operating activities for the first half of 2024 was RMB 319.91 million, a decrease of 25.7% from RMB 429.94 million in the first half of 2023[14] - Total cash inflow from investment activities in the first half of 2024 was RMB 1.63 billion, significantly lower than RMB 3.41 billion in the same period of 2023[14] - The company reported a net cash outflow from investment activities of RMB 522.71 million in the first half of 2024, compared to a net outflow of RMB 349.31 million in the same period of 2023[14] - The company experienced a net cash outflow from operating activities of RMB -86,861,923.90, compared to a net inflow of RMB 146,834,274.19 in the same period of 2023, indicating a significant decline in operational cash flow[16]. Revenue and Profitability - Operating revenue for the first half of 2024 reached RMB 632.18 million, a 27% increase from RMB 497.65 million in the same period of 2023[11] - Net profit for the first half of 2024 was RMB 133.83 million, down 18% from RMB 163.57 million in the first half of 2023[11] - Basic earnings per share for the first half of 2024 were RMB 0.38, compared to RMB 0.46 in the same period of 2023[11] - The company experienced a decrease in total profit for the first half of 2024, which was RMB 134.02 million, down from RMB 168.29 million in the same period of 2023[11] - The company reported a significant increase in other income, totaling RMB 588.72 thousand in the first half of 2024, compared to RMB 2.54 million in the same period of 2023[11]. Research and Development - Research and development expenses for the first half of 2024 amounted to RMB 3.11 million, up from RMB 2.78 million in the first half of 2023[11] - Future outlook includes continued investment in research and development to enhance product offerings and market competitiveness[9]. Inventory and Receivables - Inventory decreased to RMB 582,824,153.21, down 35.4% from RMB 900,933,178.00[7] - Trade receivables increased to RMB 281,012,871.18, up 108.6% from RMB 134,443,005.81[7] - The provision for bad debts for accounts receivable is 7.54%, with a total provision amounting to RMB 22,911,364.62[164] - The total inventory at the end of the period is 583,398,981.52, compared to 901,315,481.78 at the beginning, representing a decline of approximately 35.4%[173]. Subsidiaries and Consolidation - The company has included 12 subsidiaries in its consolidated financial statements, an increase of one compared to the previous period[32] - The company recognizes goodwill when the acquisition cost exceeds the fair value of identifiable net assets acquired in a business combination[45]. Employee Compensation and Provisions - Employee compensation includes various forms of remuneration, including short-term and post-employment benefits[126] - Provisions are recognized when there is a present obligation that is likely to result in an outflow of economic benefits and the amount can be reliably measured[131]. Taxation - The corporate income tax rate applicable to the company is between 15% and 25%[157] - The company’s income tax rate for domestic subsidiaries is 25%, while certain subsidiaries enjoy a reduced rate of 15% from 2021 to 2030[159]. Government Grants - The company reported a total of 1,100,000.00 in government grants related to income at the beginning of the period, which increased to 2,084,894.57 by the end of the period[200] - Government subsidies are classified into asset-related and income-related subsidies, with asset-related subsidies used for long-term asset acquisition[141].
安德利果汁(02218) - 2024 - 中期业绩
2024-08-26 13:01
香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責,對其準 確性或完整性亦不發表任何聲明,並明確表示,概不對因本公告全部或任何部份內容而產 生或因倚賴該等內容而引致的任何損失承擔任何責任。 ANDRE Yantai North Andre Juice Co., Ltd.* 02218 中期業績公佈 截至二零二四年六月三十日止六個月 中期業績(未經審核) 烟台北方安德利果汁股份有限公司(「本公司」)董事會(「董事會」)欣然提呈本公司及其附屬 公司(合稱「本集團」)截至二零二四年六月三十日止六個月的未經審核合併業績,連同二零 二三年同期之比較數據如下: 1 ANDRE Yantai North Andre Juice Co., Ltd.* 02218 合併資產負債表-未經審核 2024年6月30日 (除特別註明外,金額單位均為人民幣元) | --- | --- | --- | --- | |---------------------------------|------------------|-----------------------------|-------------------- ...
安德利果汁(02218) - 2024 Q1 - 季度业绩
2024-04-26 13:46
Financial Performance - The company's operating revenue for Q1 2024 reached CNY 270,364,678.79, representing a year-on-year increase of 20.93%[14] - Net profit attributable to shareholders decreased by 13.82% to CNY 53,356,720.93 compared to the same period last year[14] - The net profit attributable to shareholders after deducting non-recurring gains and losses increased by 51.70% to CNY 60,051,090.77[14] - Operating profit for Q1 2024 was RMB 53,357,387.23, down 20% from RMB 66,373,113.66 in Q1 2023[26] - The total pre-tax profit for Q1 2024 was RMB 53,356,720.93, a decrease of 19.6% compared to RMB 66,369,872.12 in Q1 2023[47] - The net profit for Q1 2024 was RMB 53,356,720.93, down from RMB 61,912,343.94 in Q1 2023, reflecting a decline of 13.8%[47] - Basic and diluted earnings per share for Q1 2024 were both RMB 0.15, compared to RMB 0.17 in Q1 2023, indicating a decrease of 11.8%[47] Cash Flow and Liquidity - The net cash flow from operating activities was CNY 165,267,314.03, down 19.46% year-on-year[14] - Net cash flow from operating activities for Q1 2024 was RMB 165,267,314.03, compared to RMB 205,202,602.09 in Q1 2023, reflecting a decrease of approximately 19.5%[29] - The company reported a significant decrease in cash and cash equivalents, which fell to CNY 162,410,996.18 from CNY 544,174,213.28[22] - The cash and cash equivalents at the end of Q1 2024 were RMB 162,410,996.18, down from RMB 273,550,951.43 at the end of Q1 2023, representing a decrease of 40.6%[50] - Total cash and cash equivalents decreased by RMB 381,763,217.10 in Q1 2024, contrasting with an increase of RMB 49,208,513.62 in Q1 2023[50] - The net cash flow from financing activities for Q1 2023 was negative RMB 20,735,777.78, indicating a significant outflow compared to the previous period[50] Assets and Liabilities - Total assets as of March 31, 2024, amounted to CNY 2,669,986,925.33, an increase of 2.28% from the end of 2023[14] - Total liabilities increased to RMB 87,008,528.27 as of March 31, 2024, up from RMB 80,720,655.24 at the end of 2023[24] - The total amount of raised funds invested in projects was RMB 121,218,525.91, with a remaining balance of RMB 4,971,481.29 after project completion[41] - The total liabilities and equity amounted to RMB 2,669,986,925.33 as of March 31, 2024, compared to RMB 2,610,342,331.37 at the end of 2023[24] Shareholder Equity - Shareholders' equity attributable to the parent company was CNY 2,582,978,397.06, reflecting a 2.11% increase from the previous year[14] - Total equity attributable to shareholders rose to RMB 2,582,978,397.06 as of March 31, 2024, compared to RMB 2,529,621,676.13 at the end of 2023, marking an increase of approximately 2.1%[24] Research and Development - Research and development expenses for Q1 2024 were RMB 1,539,178.88, up from RMB 1,245,906.26 in Q1 2023, indicating a focus on innovation[26] Financial Income and Expenses - The company reported a significant decrease in interest expenses, with a net financial income of RMB -4,437,383.88 in Q1 2024 compared to RMB 3,719,581.26 in Q1 2023[26] - The company did not incur any income tax expenses in Q1 2024, compared to RMB 4,457,528.18 in Q1 2023[47] Foreign Exchange Impact - The company reported a positive impact of RMB 2,343,588.23 from foreign exchange fluctuations on cash and cash equivalents in Q1 2024[50]
安德利果汁(02218) - 2023 - 年度财报
2024-03-27 08:44
Corporate Governance and Board Structure - The company's Board of Directors consists of nine members, including four executive directors, two non-executive directors, and three independent non-executive directors[12] - The company's Board of Directors held multiple meetings throughout 2023, with attendance records indicating full participation in key sessions[15] - The company ensures that all newly appointed directors receive comprehensive onboarding materials covering business operations, policies, and regulatory responsibilities[13] - The company's board has established four subcommittees: audit committee, nomination committee, remuneration and assessment committee, and strategy committee, each with terms of reference in line with corporate governance principles[36] - The company's audit committee, composed entirely of independent non-executive directors, oversees financial reporting, risk management, and corporate governance[134] - The company's strategic committee is responsible for studying medium- and long-term development strategies and major issues affecting the company's growth[137] - The company's remuneration and assessment committee, chaired by independent non-executive director Mr. Gong Fan, is responsible for reviewing and approving compensation for executive directors and senior management[42] - The company has adopted a board diversity policy and set measurable goals to promote diversity among board members[127] - The Board is responsible for developing and reviewing the company's corporate governance policies and practices, as well as monitoring compliance with legal and regulatory requirements[106] - The company's corporate governance measures are based on the principles and code provisions of the Corporate Governance Code in Appendix C1 of the Hong Kong Listing Rules[105] - The company's Articles of Association were updated, and the revised version can be accessed on the company's website, the Shanghai Stock Exchange, and the Hong Kong Stock Exchange[93] Risk Management and Internal Control - The company's risk management is executed by the Audit Committee, which assists the Board in monitoring compliance with risk management procedures, systems, and internal controls[24] - The company's internal control objectives include ensuring legal and regulatory compliance, asset safety, and the integrity of financial reports, while also improving operational efficiency and effectiveness[25] - The company's internal control system includes a monitoring mechanism to identify and rectify control deficiencies promptly[25] - The company's internal audit department reports directly to the chairman and also communicates with the audit committee, with audit results discussed with the audit committee and reported to the CEO, CFO, external auditors, and relevant department management[40] - The company's internal control department conducts risk-oriented work, urging relevant departments and subsidiaries to rectify issues identified during inspections and reporting progress to the audit committee and management[38] - The company's internal control system plays a key role in risk management, which is crucial for achieving operational objectives[141] - The company's board of directors is responsible for the integrity of financial data and the effectiveness of internal control and risk management procedures, with the CEO and management responsible for achieving business objectives and daily operations[35] Financial Performance and Investments - The company has invested a total of RMB 123,020,960.91 in various concentrated juice production line projects, with a remaining balance of RMB 4,437,284.30 compared to the committed investment amount[34] - The Dalian Andeli 30-ton concentrated juice production line project has been completed with an investment of RMB 60,328,644.08, leaving a balance of RMB 2,671,355.92[34] - The Yongji Andeli 40-ton concentrated peach juice and 10-ton concentrated hawthorn juice production line project is ready for use, with an investment of RMB 60,657,216.83 and a remaining balance of RMB 1,765,928.38[34] - The company has terminated the multi-variety concentrated juice production line project after investing RMB 2,035,100.00[34] - The company's capital commitments are detailed in Note 14.(i).3 of the financial statements[107] - The company has no significant investments other than those disclosed in Note 5.2 of the financial statements as of December 31, 2023[98] - The company's proposed profit or dividend distribution amounted to RMB 52,350,000.00[177] - The company's dividend receivable from Andre Juice Co., Ltd. at the end of the period amounted to RMB 25,699,658.48, unchanged from the beginning of the period[182] - The company's foreign currency financial assets and liabilities converted into RMB as of December 31, 2023, amounted to RMB 203[152] - The company issued 20,000,000 A-shares at RMB 7.60 per share, raising a total of RMB 152,000,000[194] - The net proceeds from the A-share issuance were RMB 121,500,000 after deducting issuance costs of RMB 30,500,000[194] - The company renewed the construction and installation service agreement with Andre Construction for three years until December 31, 2024[196] Employee and Diversity Initiatives - The company's total employee count during the reporting period was 35% female and 65% male[28] - The company has implemented measures to promote diversity at all employee levels, ensuring equal opportunities for employment, training, and career development[28] - The company's average number of employees in 2023 was 1,015, an increase from 922 in 2022[99] - Employee costs (including director remuneration) for 2023 were RMB 78,051,860, compared to RMB 66,052,366 in 2022[99] - The company's Secretary, Ms. Wu Minyi, completed over 15 hours of professional training during the review year[4] Market and Product Strategy - The company terminated a project due to significant changes in market conditions and decreased demand for multi-variety products[86] - The company's downstream customers faced competition from on-site beverage preparation, impacting demand for multi-variety products[86] - The company's multi-variety products, such as peach, pomegranate, and strawberry, have growth potential but require market cultivation by downstream customers[86] - The company's downstream customers became more cautious in launching new products and investments due to global economic recovery slowdown[86] - The company's multi-variety products faced cost disadvantages compared to low-priced alternatives[86] - The company's multi-variety products' sales data in the first three quarters of 2021 indicated a significant market environment change[86] - The company is heavily reliant on a single product, concentrated apple juice, which poses a risk due to potential market price fluctuations[120] - The company plans to expand production capacity in Xinjiang and tap into new markets in Central Asia and Europe along the "Belt and Road" initiative[129] - The company's sales network has expanded to major global markets, including the US, Japan, Europe, Oceania, Africa, South America, and the domestic Chinese market[117] - The company aims to continue developing new product markets and customer groups, with a focus on increasing market share[117] Financial Position and Liabilities - Cash and cash equivalents amounted to approximately RMB 544,174,213 as of December 31, 2023[82] - The company's asset-liability ratio was approximately 3.09% as of December 31, 2023, compared to 9.21% in 2022[82] - Total liabilities were approximately RMB 80,720,655 as of December 31, 2023, down from RMB 240,403,543 in 2022[82] - Total assets were approximately RMB 2,610,342,331 as of December 31, 2023, slightly up from RMB 2,609,813,360 in 2022[82] - The company has sufficient financial resources to meet ongoing operational needs, with no outstanding bank loans as of December 31, 2023[109] Accounts Receivable and Bad Debt - The company's accounts receivable at the end of the period amounted to RMB 131,840,823.95, with a bad debt provision of RMB 8,241,570.92, representing 6.25% of the total accounts receivable[162] - The company's accounts receivable at the beginning of the period amounted to RMB 227,957,784.24, with a bad debt provision of RMB 14,252,275.60, representing 6.25% of the total accounts receivable[162] - Accounts receivable within 1 year decreased from 90,299,855.64 to 73,834,973.66, a decrease of 18.2%[183] - Total accounts receivable increased from 90,299,855.64 to 128,428,955.11, an increase of 42.2%[183] - Bad debt provision decreased from 1,344,210.13 to 21,655.16, a significant reduction of 98.4%[184] - Accounts receivable from consolidated subsidiaries increased from 63,415,653.12 to 128,095,851.85, a 102% increase[183] - Akesu Andre Juice Co., Ltd. accounts for 53.62% of the total accounts receivable balance[186] Shareholder and Equity Information - The company issued 20,000,000 A-shares on the Shanghai Stock Exchange on September 18, 2020[108] - The company's H-shares were listed on the Hong Kong Stock Exchange's GEM board on April 22, 2003, and transferred to the Main Board on January 19, 2011[108] - Donghua Fruit Industry Co., Ltd. directly holds 65,779,459 A shares, with Hong An International Investment Co., Ltd. and Ms. Wang Meng deemed to have interests in these shares[3] - Uni-President China Holdings Ltd. holds 63,746,040 A shares through its subsidiaries, representing approximately 12.15% and 6.11% of the company's total issued share capital[5] - Ms. Wang Meng indirectly owns 100% of the issued share capital of Donghua Fruit Industry Co., Ltd., which holds 65,779,459 A shares[8] - Ms. Wang Meng directly owns all issued share capital of Hong An International Investment Co., Ltd., which holds 8,600,000 H shares[9] - Tiandi Win-Win Investment Management Co., Limited holds 11,000,000 H shares, with Mr. Chen Sheng deemed to have interests in these shares through his over 70% stake in Tiandi Yihao Beverage Co., Ltd.[10] Tax and Dividend Information - Non-resident enterprises are subject to a 10% withholding tax on dividends distributed by the company[188] - Individual shareholders from countries with tax treaties may enjoy a reduced dividend tax rate of 10% without additional application[189] Audit and Compliance - The audit committee has resolved to reappoint Da Hua Certified Public Accountants for the 2024 fiscal year audit, pending final approval at the upcoming annual general meeting[41] - The company's directors and supervisors confirmed compliance with required transaction standards and the Securities Code for the year 2023[7] - The company does not currently have insurance arrangements for potential legal actions against its directors, as the Board believes the risk is low and the benefits may not outweigh the costs[105] Foreign Exchange and Risk Mitigation - The company is taking measures to mitigate foreign exchange risks by monitoring foreign currency transactions and using forward exchange contracts[132]
安德利果汁(02218) - 2023 - 年度业绩
2024-03-06 13:47
Financial Performance and Strategy - The company aims to maintain its market share in established regions while developing new emerging markets, with a focus on diversifying its product range to include high-value products like apple fructose and peach juice[3]. - Future financing strategies will include targeted placements, share issuance, convertible bonds, or bank loans to support sustainable development[4]. - The company has no reliance on major customers and did not identify significant related risks during the reporting period[158]. - The company will distribute dividends in cash, with a minimum of 10% of the distributable profits allocated for cash dividends each year[146]. - The company proposed a final dividend of approximately RMB 52,350,000 (tax included) or RMB 1.50 per ten shares for the fiscal year 2023[156]. - As of December 31, 2023, the company's distributable reserves amounted to RMB 638,241,153, an increase from RMB 625,085,526 in 2022[162]. Governance and Board Structure - The board of directors consists of nine members, including four executive directors and three independent non-executive directors[32]. - The roles of the chairman and the CEO are clearly distinguished to ensure a balanced distribution of power and authority[36]. - The company has no service contracts with directors or supervisors that cannot be terminated within one year without compensation[33]. - The board is responsible for the integrity of financial information and the effectiveness of internal control and risk management systems[35]. - All directors have entered into service contracts lasting three years, expiring at the conclusion of the annual general meeting in 2025[53]. - The company encourages directors and senior executives to participate in professional development courses related to corporate governance and compliance[38]. - The board regularly reviews its functions and the powers delegated to the CEO to ensure appropriateness[35]. - The company adheres strictly to its articles of association and relevant laws and regulations, including the listing rules of the Shanghai Stock Exchange and Hong Kong Stock Exchange[50]. - The board has not arranged for insurance coverage for potential legal actions against directors due to the low risk involved[51]. - The company has established governance policies and monitors the training and professional development of directors and senior management[52]. - The company’s board believes the current board structure provides a good balance of diverse skills and experience suitable for its business[139]. - The company’s articles of association were amended and became effective on May 25, 2023, reflecting necessary updates[147]. Risk Management and Internal Control - The company has established a risk management and internal control system that is deemed effective and sufficient by the board of directors[79]. - The internal control department conducts annual risk assessments and reports to the audit committee, ensuring that significant risks are identified and addressed[77]. - The company has adopted a code of conduct for securities trading, ensuring that all directors are reminded not to trade the company's securities before performance announcements[68]. - The internal audit department is responsible for independent audits of the internal control system, focusing on financial and operational audits, compliance with regulations, and production efficiency audits[79]. - The audit committee, composed entirely of independent non-executive directors, is responsible for reviewing financial reports and risk management[83]. - The internal control system is regularly reviewed by the audit committee to ensure its effectiveness in managing risks[95]. - The company has a structured process for identifying and managing significant business risks, including legal and reputational risks[129]. - The company has established a risk management strategy to identify and monitor its risk portfolio[81]. - The company’s risk management framework follows a "three lines of defense" model[99]. - The board confirms that it has systems in place to identify, manage, and report significant risks to achieve strategic objectives[98]. Operational Developments - The company acquired land use rights, buildings, and equipment for RMB 59,906,390.20 to expand production capacity in Xinjiang, enhancing its competitive position in Central Asia and the "Belt and Road" emerging markets[1]. - The group spent approximately RMB 114,001,399 on expanding production lines, constructing factories, and purchasing equipment during the reporting period[192]. - The company plans to invest RMB 62,600,000 in the construction of new production lines for concentrated peach juice and hawthorn juice to meet increasing customer demand[199]. - The company’s concentrated apple juice production line expansion will increase the output of high-acid products, optimizing capacity layout to meet diverse customer needs[198]. - The company’s investment in new projects aims to enhance profitability and market competitiveness, creating new profit growth points[199]. - The company has established long-term and stable partnerships with large beverage manufacturers, ensuring steady global market demand for concentrated apple juice[198]. - The company will change the use of RMB 63,000,000 from the original project to new projects, enhancing the certainty of investment returns[198]. Communication and Transparency - The company held 13 interviews and 2 video conferences with analysts and investors during the year, facilitating direct communication with senior management and operational staff[145]. - The company established an information disclosure review committee to ensure the accuracy, completeness, and timeliness of external disclosures[144]. - The company adheres to the disclosure responsibilities under the Hong Kong and Shanghai listing rules regarding inside information[97]. - The audit committee held four meetings in 2023 to review the financial reports and internal controls[108]. - The supervisory board held six meetings in 2023 to review the company's financial status and compliance with legal operations[70]. Employee and Diversity Initiatives - The company has adopted a board diversity policy and aims for measurable targets to enhance performance[120]. - Female employees account for 35% of the total workforce, while male employees account for 65%[120]. - The company has implemented a comprehensive onboarding process for newly appointed directors, covering business operations, policies, and regulatory responsibilities[57]. - The remuneration committee approved the annual compensation for directors and senior management during two meetings in 2023[112].