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 - 年度财报