汉嘉设计(300746) - 2023 Q4 - 年度财报

Depreciation Methods and Rates - The company uses the straight-line method for depreciation of buildings with a depreciation period of 20 years and a residual value rate of 5%, resulting in an annual depreciation rate of 4.75%[1] - For transportation tools, the company applies a straight-line depreciation method with a 5-year depreciation period and a 5% residual value rate, leading to an annual depreciation rate of 19.00%[1] - Electronic and other equipment are depreciated using the straight-line method over 3 to 5 years with a 5% residual value rate, resulting in an annual depreciation rate ranging from 19.00% to 31.67%[1] - Fixed asset decoration is depreciated using the straight-line method over 5 years with an annual depreciation rate of 20.00%[1] Borrowing Costs and Capitalization - The company capitalizes borrowing costs during the construction or production of qualifying assets, but suspends capitalization if the process is interrupted abnormally for more than 3 consecutive months[2] - Borrowing costs, including interest, discounts or premiums, and foreign exchange differences, are capitalized when directly attributable to the acquisition or construction of qualifying assets[23] Intangible Assets and Amortization - Intangible assets with finite useful lives are amortized using a method that reflects the pattern of economic benefits, while those with indefinite useful lives are not amortized[3] - The company conducts impairment tests annually for goodwill, intangible assets with indefinite useful lives, and intangible assets not yet available for use, regardless of whether there are indications of impairment[4] Impairment Losses - Impairment losses are recognized when the recoverable amount of an asset is less than its carrying amount, and once recognized, these losses are not reversed in subsequent periods[5][6] Long-term Prepaid Expenses - Long-term prepaid expenses are amortized evenly over their expected benefit periods, and any remaining value of expenses that no longer benefit future periods is fully recognized in current period profits[7] Contract Liabilities - Contract liabilities represent the company's obligation to transfer goods or services to customers for consideration received or receivable, and are presented net of contract assets for the same contract[8] Long-term Equity Investments - The company's long-term equity investments are initially measured at cost, which varies depending on the acquisition method, including cash payments, fair value of equity securities, and other relevant factors[17] - For long-term equity investments with significant influence or joint control, the equity method is used for subsequent measurement and profit recognition[19] Construction-in-Progress Costs - The company's construction-in-progress costs include actual construction expenditures, capitalizable borrowing costs, and other related expenses, which are transferred to fixed assets upon reaching the intended usable state[22] Profit Distribution - The company's board approved a profit distribution plan of CNY 2.20 per 10 shares (tax included) with a total of 225,738,328 shares as the base[27] - The company distributed a total cash dividend of 49,662,432.16 RMB (tax included) for the 2022 fiscal year, with 2.20 RMB per 10 shares[150] - For the first half of 2023, the company distributed a cash dividend of 27,088,599.36 RMB (tax included), with 1.20 RMB per 10 shares[150] Revenue and Net Profit - Revenue for Q1 2023 was 377,030,499.05 RMB, Q2 was 573,766,250.74 RMB, Q3 was 458,522,787.83 RMB, and Q4 was 864,529,796.35 RMB[39] - Net profit attributable to shareholders in Q1 was 9,351,447.87 RMB, Q2 was 10,889,306.62 RMB, Q3 was -1,225,218.52 RMB, and Q4 was -8,093,503.68 RMB[39] - Company's revenue in 2023 was 2.27 billion yuan, a decrease of 9.03% year-on-year[61] - Net profit attributable to shareholders in 2023 was 10.92 million yuan, a decrease of 33.47% year-on-year[61] - Net profit attributable to shareholders after deducting non-recurring gains and losses in 2023 was 2.14 million yuan, a decrease of 82.27% year-on-year[61] Operating Cash Flow - Operating cash flow for Q1 was -15,093,353.73 RMB, Q2 was 14,601,920.39 RMB, Q3 was 9,605,883.32 RMB, and Q4 was 44,648,626.86 RMB[39] - Operating cash flow increased by 37.92% to 53.76 million yuan, mainly due to the payment of large project payments from previous years in 2022[91] Non-recurring Gains and Losses - Non-recurring gains and losses for 2023 totaled 8,777,778.54 RMB, compared to 4,323,207.32 RMB in 2022 and 53,015,495.91 RMB in 2021[45] - The company's non-recurring gains and losses included gains from disposal of non-current assets of 904,151.20 RMB in 2023[44] - The company's financial assets and liabilities generated fair value changes and disposal gains of 8,815,817.04 RMB in 2023[45] - The company's non-recurring losses included -3,428,571.44 RMB from contingent events unrelated to normal business operations in 2023[45] Government Subsidies - Government subsidies recognized in 2023 amounted to 4,621,968.58 RMB, compared to 1,668,359.71 RMB in 2022 and 5,076,113.74 RMB in 2021[44] Business Segments and Revenue - Design business revenue in 2023 was 727.06 million yuan, a decrease of 5.49% year-on-year[61] - EPC general contracting business revenue in 2023 was 1.54 billion yuan, a decrease of 9.74% year-on-year[61] - Revenue from other business segments decreased by 72.37% year-on-year, accounting for only 0.29% of total revenue[73] - Revenue from Zhejiang Province accounted for 92.06% of total revenue, a decrease of 10.99% compared to 2022[73] - Revenue from outside Zhejiang Province increased by 22.16% year-on-year, accounting for 7.94% of total revenue[73] R&D and Innovation - The company invested 82.15 million yuan in R&D in 2023, participating in the compilation of 42 industry standards[64] - The company obtained 3 invention patents and 2 utility model patents in 2023[64] - The company established an AI research center in January 2024 to explore the application of AI in design business[70] Projects and Contracts - The total contract amount for the Xiangfu Unit project is 284.72 million RMB, with 28.02 million RMB already fulfilled[77] - The total contract amount for the Taoyuan Unit project is 316.53 million RMB, with 30.63 million RMB already fulfilled[77] - The Xiangfu Unit project has a remaining amount of 448.32 million RMB to be fulfilled[77] - The Taoyuan Unit project has a remaining amount of 1.03 billion RMB to be fulfilled[77] - Both the Xiangfu Unit and Taoyuan Unit projects are being executed normally without any major changes in contract terms[77] Financial Expenses and Management - Sales expenses increased by 2.62% to 36,060,403.49 yuan in 2023 compared to 2022[85] - Management expenses decreased by 5.89% to 108,895,916.61 yuan in 2023[85] - Financial expenses significantly decreased by 3,275.21% to -1,640,406.71 yuan, mainly due to reduced interest expenses from repaying short-term loans[85] - R&D expenses decreased by 3.22% to 82,150,177.69 yuan in 2023[85] Cash Flow and Investments - Investment cash flow turned positive, increasing by 110.80% to 5.35 million yuan, driven by reduced bank wealth management purchases and the recovery of investment funds from subsidiaries[91] - Financing cash flow decreased by 173.21% to -131.41 million yuan, primarily due to the repayment of large bank loans and increased dividend payments[91] - Total cash and cash equivalents decreased by 23.16% to -72.29 million yuan[91] Asset and Liability Management - Cash and cash equivalents decreased by 4.03% to 227,954,284.87 yuan, accounting for 8.56% of total assets[95] - Accounts receivable decreased by 5.00% to 443,590,764.77 yuan, accounting for 16.66% of total assets[95] - Contract assets increased by 18.17% to 755,710,524.41 yuan, accounting for 28.37% of total assets, mainly due to an increase in completed but unsettled projects[95] - Trading financial assets increased by 5.23% to 307,346,407.02 yuan, accounting for 11.54% of total assets, mainly due to the redemption of large bank deposits and investment in financial products[95] - Accounts payable increased by 15.40% to 1,025,543,411.94 yuan, accounting for 38.51% of total assets, mainly due to increased construction payments for completed but unsettled projects[95] Corporate Governance and Independence - The company maintains independence from its controlling shareholder in terms of business, personnel, assets, organization, and finance, with no improper interference or financial guarantees provided[113] - The board of directors consists of 9 members, including 3 independent directors (2 of whom are accounting professionals), ensuring compliance with legal and regulatory requirements[114] - The company has established a transparent performance evaluation and incentive mechanism, with the board's compensation and assessment committee responsible for evaluating senior management[117] - The company strictly adheres to information disclosure requirements, ensuring timely and accurate disclosure through designated media and platforms[118] - The company has an internal audit system in place, with an internal audit department and a designated internal audit head to oversee daily operations and internal controls[120] - The company maintains independent financial operations, with a separate accounting department, financial system, and bank accounts, ensuring no financial overlap with the controlling shareholder[123] - The company's business operations are independent from its controlling shareholder, with no competition or overlap in business activities, supported by a commitment from the controlling shareholder to avoid competition[124] Shareholder Meetings and Participation - The 2022 Annual General Meeting had an investor participation rate of 54.01%[125] - The first interim shareholders' meeting in 2023 had an investor participation rate of 53.99%[125] - The second interim shareholders' meeting in 2023 had an investor participation rate of 53.89%[125] Executive Compensation and Shareholding - Chairman Cen Zhengping holds 1,500,000 shares at the beginning and end of the period with no changes[126] - General Manager Yang Xiaojun holds 632,900 shares at the beginning and end of the period with no changes[127] - Vice President Gu Peng holds 1,582,075 shares at the beginning and end of the period with no changes[127] - Vice President Ye Jun holds 1,423,837 shares at the beginning and end of the period with no changes[127] - The total shares held by directors, supervisors, and senior management at the end of the period is 5,138,812[127] - The total pre-tax remuneration for directors, supervisors, and senior management is 695.72 million yuan[134] - The highest remuneration among executives is 148 million yuan for the Director and General Manager, Yang Xiaojun[134] - Independent directors receive a fixed allowance of 10 million yuan each[134] - The company's financial director, Li Yaling, receives a remuneration of 77.4 million yuan[134] - The company's board secretary and deputy general manager, Li Xian, receives a remuneration of 30.36 million yuan[134] - The company's chairman, Cen Zhengping, does not receive any remuneration from the company[134] - The company's vice president and director, Zhang Dan, receives a remuneration of 60.84 million yuan[134] - The company's vice president and director, Ye Jun, receives a remuneration of 110 million yuan[134] - The company's vice president and director, Gu Peng, receives a remuneration of 110 million yuan[134] - The company's supervisor and chairman of the board of supervisors, Qiu Heng, receives a remuneration of 47.76 million yuan[134] Board Meetings and Decision-Making - The company held four board meetings in 2023, with all directors attending in person and no absences reported[138][140] - No directors raised objections or dissenting opinions on company matters during the reporting period[141] - All directors actively participated in decision-making, ensuring compliance with laws and regulations while safeguarding company and shareholder interests[142] - The board of directors demonstrated consistent attendance, with no instances of consecutive absences by any director[140] - Directors provided recommendations that were adopted by the company, contributing to scientific and efficient decision-making processes[142] Employee Structure and Training - The company's total number of employees at the end of the reporting period was 1,815, with 1,034 from the parent company and 781 from major subsidiaries[146] - The company's employee structure is predominantly technical, with 1,615 technical personnel out of the total 1,815 employees[146] - The company's educational composition includes 4 PhD holders, 231 master's degree holders, and 1,368 bachelor's degree holders[147] - The company's salary policy includes basic salary, seniority-based salary, registration subsidies, title subsidies, bonuses, and various benefits[148] - The company implemented a comprehensive training plan to enhance employee skills and professional development, focusing on technical and business training[149] Social Responsibility and Donations - The company's subsidiaries donated RMB 100,000 to the Hangzhou Warmth Project Foundation and RMB 60,000 to Tianhang Experimental School[164] - The company adheres to the core values of "people-oriented," focusing on employee health, safety, and satisfaction[159] - The company actively fulfills its social responsibilities, including tax compliance and poverty alleviation efforts[163][165] Legal and Regulatory Compliance - The company's directors, supervisors, and senior management have committed to providing accurate and complete information regarding the issuance of shares and cash payments for asset acquisitions, ensuring no false records or misleading statements[167] - 97 transaction counterparties, including Gao Chongjian, Pan Dawei, and Fan Jiwen, have pledged to provide true and accurate information for the asset restructuring, with legal liabilities for any false or misleading statements[167] - The 97 transaction counterparties have committed to avoiding any business activities that could create competition with the company's main operations, ensuring no conflicts of interest[167] - The company's actual controllers, Cen Zhengping and Ou Weizhou, committed to reducing and regulating related-party transactions with Hanjia Design and its subsidiaries, ensuring fair market prices and compliance with legal procedures[168] - Cen Zhengping and Ou Weizhou pledged to avoid direct or indirect competition with Hanjia Design and its subsidiaries, and to compensate for any losses caused by violations of this commitment[168] - The company's controlling shareholder, Zhejiang Chengjian Group, also committed to avoiding competition with Hanjia Design and its subsidiaries, ensuring no direct or indirect involvement in competing businesses[168] - Cen Zhengping and Ou Weizhou agreed to limit the transfer of their shares to no more than 25% of their total holdings annually during their tenure, and to restrict share sales for six months after leaving the company[168] - The company's actual controllers committed to maintaining control over the company by limiting their share sales to no more than 25% of their holdings within two years after the lock-up period, ensuring the company's stability[168] - The company's actual controllers, Cen Zhengping and Ou Weizhou, along with the controlling shareholder, Urban Construction Group, have committed to strictly comply with the regulations of the China Securities Regulatory Commission (CSRC) regarding related-party transactions and fund usage, ensuring no improper financial dealings with the company[169] - The company has pledged to avoid any business activities that could lead to competition with its subsidiaries, and any violation of this commitment will result in compensation for direct or indirect economic losses[169] - The company has committed to repurchase all newly issued shares at the issue price plus bank deposit interest if there are any false statements or omissions in the IPO prospectus that significantly affect the judgment of the company's compliance with legal issuance conditions[169] - The company has committed to compensating investors for any losses incurred due to false or misleading information in the prospectus, ensuring protection of investor interests[170] - The company's directors and senior management have pledged to fulfill their duties diligently and maintain the interests of the company and its shareholders[170] - The company has implemented measures to ensure that the compensation for losses due to false or misleading information is handled efficiently and fairly[170] Financial and Legal Matters - The company has no non-operational fund occupation by controlling shareholders or related parties during the reporting period[172] - The company reported no illegal external guarantees during the reporting period[173] - The company adopted new accounting policies effective from January 1, 2023, in accordance with the Ministry of Finance's "Accounting Standards Interpretation No. 16"[174] - Deferred tax assets increased by 248,256.06 RMB as of January 1, 2022, and by 270,148.34 RMB as of December 31, 2022[175] - Deferred tax liabilities increased by 250,037.34 RMB as of January 1, 2022, and by 270,461.93 RMB as of December 31, 2022[175] - Net profit for 2022 increased by 1,467.69 RMB due to adjustments in accounting policies[175] - Income tax expenses decreased by 6,312.73 RMB for the year 2022, leading to a corresponding increase in net profit[176] - Subsidiary Shandong Hanjia Architectural Design Co., Ltd. was deregistered on August 29, 2023, affecting the consolidated financial statements until August 2023[177] - The company reported 23 ongoing legal cases, with 4 cases settled, 7 cases awaiting execution, and 8 cases under trial[178] - No significant asset or equity acquisitions or disposals occurred during the reporting period[179] - No significant related-party transactions involving financial companies were reported[180] - No major related-party transactions were reported during the period[181