长安民生物流(01292) - 2020 - 年度财报

Company Overview Company Information This section outlines the company's fundamental details, including its governance structure, key professional appointments, and official contact information - Company's executive directors include Chairman Xie Shikang, non-executive directors include Chen Xiaodong, and it has four committees: Audit, Remuneration, Nomination, and Strategy & Investment[5] - The company's auditor is Daxin Certified Public Accountants (Hong Kong) Limited[5] Group Structure Group Structure This section outlines the company's shareholding structure and major subsidiaries as of December 31, 2020, highlighting key shareholders and the group's focus on logistics and supply chain management through its wholly-owned and controlled subsidiaries Major Shareholder Equity Ratios (as of December 31, 2020) | Shareholder Name | Holding Ratio | | :--- | :--- | | China Changan Automobile Group Co., Ltd. | 25.44% | | AM-TRANS Logistics Co., Ltd. | 20.74% | | Minsheng Industrial (Group) Co., Ltd. | 15.90% | | Hong Kong Minsheng Industrial Co., Ltd. | 3.98% | | Public Shareholders (H-shares) | 33.94% | - The group owns multiple wholly-owned and controlled subsidiaries, including Hangzhou Changan Minsheng Logistics Co., Ltd. (100% held), Nanjing Changan Minsheng Zhujiu Logistics Co., Ltd. (67% held) and Shenyang Changyou Supply Chain Co., Ltd. (51% held)[8] Financial Summary Financial Summary This section summarizes the group's key financial data for the past five fiscal years, noting 2020 revenue of RMB 4.686 billion, a return to profitability for owners, and slight decreases in total assets and liabilities, with no final dividend recommended Five-Year Performance Summary (as of December 31) | Metric (RMB Thousand) | 2020 | 2019 | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 4,685,655 | 4,341,585 | 5,112,410 | 6,614,423 | 6,822,195 | | Profit/(Loss) Before Tax | 23,241 | (36,697) | 101,777 | 218,905 | 188,583 | | Profit/(Loss) for the Year | 13,790 | (44,537) | 66,414 | 161,262 | 139,637 | | Profit/(Loss) Attributable to Owners of the Company | 421 | (55,967) | 46,109 | 127,299 | 113,005 | Five-Year Assets and Liabilities Summary (as of December 31) | Metric (RMB Thousand) | 2020 | 2019 | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 4,394,626 | 4,559,586 | 4,623,117 | 4,805,318 | 4,634,789 | | Total Liabilities | 2,354,127 | 2,520,832 | 2,531,536 | 2,726,253 | 2,676,476 | | Total Equity | 2,040,499 | 2,038,754 | 2,091,581 | 2,079,065 | 1,958,313 | - The board did not recommend a final dividend for the year ended December 31, 2020[10] Chairman's Report Annual Performance Review In 2020, the group achieved a 7.92% revenue increase and turned profitable for equity holders, primarily driven by strong sales growth from its major client, Changan Automobile, despite the overall automotive industry downturn 2020 Key Performance Indicators | Metric | 2020 | 2019 | YoY Change | | :--- | :--- | :--- | :--- | | Revenue (RMB Thousand) | 4,685,655 | 4,341,585 | +7.92% | | Profit Attributable to Equity Holders of the Company (RMB Thousand) | 421 | (55,967) | +101% | | Basic Earnings Per Share (RMB) | 0.00 | (0.35) | N/A | - Performance growth was primarily attributed to a significant increase in sales volume from major client Changan Automobile and its associates, whose production and sales growth far exceeded the industry average[15] Market Expansion and Honors In 2020, the company optimized its logistics network by deregistering a subsidiary and establishing a joint venture with FAW Logistics to expand finished vehicle logistics, while also receiving multiple industry awards for innovation and contribution - To focus on strategy and revitalize resources, the company deregistered Chongqing Dingjie, a subsidiary primarily serving the former Changan Suzuki, at the end of 2020[17] - The company established a joint venture, "Chongqing Changxiang Supply Chain Technology Co., Ltd.," with FAW Logistics, holding a 70% stake, aiming to build a shared warehouse for finished vehicle city distribution and further expand logistics business[18] - The company received multiple honors in 2020, including the "2020 Logistics Technology Innovation Award (Unmanned Warehouse)" and "2020 Special Outstanding Contribution Enterprise in Automotive Logistics Industry" from the China Federation of Logistics & Purchasing[20] Prospects and Outlook For 2021, the group anticipates economic and automotive market recovery, focusing on a 'Three Savings and One Value-add' service strategy and a 'Five Highs' development plan to accelerate transformation towards a world-class supply chain logistics technology company - The total domestic automotive market volume is expected to see a slight increase in 2021, with the China Association of Automobile Manufacturers (CAAM) forecasting annual sales of 26.3 million units, a 4% year-on-year increase[23] - The company proposed a "Five Highs" development strategy, aiming to build a group with "high-tech, high-vitality, high-efficiency, high-brand, and high-quality"[24][27] - Strategic priorities include: vigorously building digital warehousing, transportation, and other products; deepening reforms and optimizing industrial layout; strengthening lean management and improving operational efficiency; focusing on developing key clients and expanding into non-automotive supply chain logistics businesses[24][27] Management Discussion and Analysis Business Review In 2020, the group's total revenue increased by approximately 8% to RMB 4.686 billion, driven by core logistics services and a significant 95.85% growth in non-automotive goods transportation, while car carrier vehicle sales were not conducted Revenue Performance by Business Segment (RMB Thousand) | Business Segment | 2020 Revenue | 2019 Revenue | YoY Growth Rate | | :--- | :--- | :--- | :--- | | Finished Vehicle Transportation | 2,503,242 | 2,343,133 | +6.83% | | Automotive Raw Materials and Parts Supply Chain Management | 1,677,094 | 1,558,313 | +7.62% | | Non-Automotive Goods Transportation and Other Logistics Services | 51,641 | 26,367 | +95.85% | | Automotive Parts Packaging Material Sales and Tire Sub-assembly | 453,678 | 403,837 | +12.34% | | Car Carrier Vehicle Sales | 0 | 9,935 | -100% | - The significant growth in non-automotive goods transportation business was mainly due to increased steel sales from some clients, driving up steel transportation volume[33] - Due to market saturation and intense competition, the group did not conduct the non-core car carrier vehicle sales business in 2020[35] Financial Review In 2020, the group maintained a stable financial position with increased cash, improved gross profit margin to 5.06%, controlled expenses, a return to profitability for owners, and an optimized financial structure with a reduced debt-to-asset ratio of 37.85% Key Financial Indicator Changes | Metric | 2020 | 2019 | Trend | | :--- | :--- | :--- | :--- | | Cash and Cash Equivalents (RMB Thousand) | 894,340 | 826,203 | Increase | | Gross Profit Margin | 5.06% | 4.21% | Improvement | | Cost of Sales (RMB Thousand) | 4,448,434 | 4,158,920 | Increase by approx. 6.96% | | Profit Attributable to Owners of the Company (RMB Thousand) | 421 | (55,967) | Increase by approx. 101% | | Debt-to-Asset Ratio | 37.85% | 44.48% | Decrease | - The group's short-term loans and other borrowings decreased from RMB 13.564 million to RMB 6 million[49] - As of the end of 2020, the group pledged approximately RMB 200 million in bank deposits as collateral for issuing bank acceptance bills[51] Principal Risks and Uncertainties The group faces market, liquidity, operational, and COVID-19 pandemic risks, though full-year performance was not significantly impacted by the pandemic due to client sales recovery, and exchange rate exposure remains limited - The group faces principal risks including market risk, liquidity risk, operational risk, and COVID-19 pandemic risk[56][57][58][62] - The COVID-19 pandemic severely impacted Q1 2020 performance, but due to counter-cyclical sales growth from major clients, the overall full-year performance was not significantly negatively affected[62] - The group's foreign currency transaction volume is limited, so exchange rate risk has little impact on current operations[63] Directors' Report Major Customers and Suppliers During the reporting period, the group exhibited high reliance on its top five related-party customers, contributing 72% of revenue, while the top five suppliers, including a related party, accounted for 22% of the cost of sales 2020 Top Five Customer Revenue Contribution | Customer | Revenue Share | | :--- | :--- | | A Chongqing Changan Automobile Co., Ltd. | 32% | | B Changan Ford Automobile Co., Ltd. | 25% | | C Changan Mazda Automobile Co., Ltd. | 8% | | D Baoding Changan Bus Manufacturing Co., Ltd. | 4% | | E Chongqing Changan International Sales and Service Co., Ltd. | 3% | | Total Top Five Customers | 72% | - According to listing rules, all top five major customers are related parties of the company[70] - In 2020, the top five suppliers collectively accounted for 22% of the cost of sales, an increase from 19% in 2019[72] Employees and Remuneration As of 2020 year-end, the group's employee count decreased to 5,300, with operational staff forming the largest segment, while remuneration policies are market-based, offering comprehensive benefits and various training programs Number of Employees by Job Nature | Job Nature | 2020 Number | 2019 Number | | :--- | :--- | :--- | | Management | 196 | 198 | | Professional | 1,345 | 1,452 | | Operational | 3,759 | 4,362 | | Total | 5,300 | 6,012 | - Employee salaries are determined with reference to market rates, individual performance, qualifications, and experience, and discretionary bonuses are provided[97] Connected Transactions This section details the group's continuing connected transactions with major shareholders and their associates, covering logistics, financial services, and property leasing, all conducted within annual caps and confirmed as fair and reasonable by independent directors and auditors - The group has extensive continuing connected transactions with major shareholders and their associates (China Changan, Changan Automobile, AM-TRANS Logistics, Minsheng Industrial, etc.), which are an important part of the company's daily operations[123] 2020 Major Continuing Connected Transactions Actual Amount vs. Cap (RMB Thousand) | Transaction Type | Counterparty | Actual Amount | Cap Amount | | :--- | :--- | :--- | :--- | | Provision of Logistics Services | Changan Automobile and its associates | 3,622,492 | 4,060,000 | | | China Changan and its associates | 76,237 | 95,000 | | Procurement of Logistics Services | Minsheng Industrial and its associates | 192,799 | 265,000 | | Financial Services (Daily Maximum Deposit Balance) | Equipment Finance | 198,530 | 200,000 | - Independent non-executive directors and external auditors confirmed that the continuing connected transactions for 2020 were entered into in the ordinary course of the group's business, on fair and reasonable terms, and in the overall interests of the company and its shareholders[147][148] Supervisory Committee Report Supervisory Committee Report The Supervisory Committee diligently fulfilled its oversight duties, confirming that directors and senior management acted conscientiously, company operations were standardized, internal controls improved, and connected transactions served shareholder interests, expressing confidence in future development - The Supervisory Committee believes that company directors and high-level management strictly adhere to integrity principles, work diligently, company operations are standardized, and internal control systems are improving[161] - The Supervisory Committee confirmed that the company's transactions with related parties were strictly executed at fair and reasonable prices in the overall interests of shareholders, and no acts detrimental to the company's interests by high-level management were found[161] Corporate Governance Report Board Governance During the reporting period, the company largely complied with the Corporate Governance Code, with its 11-member Board of Directors holding four meetings to discuss strategic matters, and liability insurance provided for directors and supervisors to support their continuous professional development - The company complied with all Corporate Governance Code provisions in 2020, except for A.4.2 (all directors to retire by rotation at least once every three years)[165] - The Board of Directors comprises 11 directors, including 4 executive directors, 3 non-executive directors, and 4 independent non-executive directors, with at least one possessing appropriate accounting professional qualifications[167] - The Board held four regular meetings in 2020, with 100% attendance from Chairman Xie Shikang, non-executive directors Chen Xiaodong and Wen Xianwei, and all independent non-executive directors[172] Board Committees The company established four board committees—Audit, Remuneration, Nomination, and Strategy & Investment—each with defined responsibilities for financial oversight, executive compensation, director appointments, and strategic investment recommendations Audit Committee The Audit Committee, comprising four independent non-executive directors chaired by Ms. Zhang Yun, oversees external auditors, reviews financial statements, and monitors financial controls, holding four meetings to fulfill its duties and recommend auditor appointments - The Audit Committee comprises four independent non-executive directors: Zhang Yun (Chairperson), Zhang Tieqin, Pan Zhaoguo, and Jie Jing[191] - The committee held 4 regular meetings during the year, reviewing financial statements for each period, internal audit matters, and effectively communicating with the auditors[192] Remuneration Committee The Remuneration Committee, composed of four independent non-executive directors, advises the Board on director and senior management compensation policies, holding meetings to review 2020 remuneration and the share appreciation rights scheme - All members of the Remuneration Committee are independent non-executive directors, including Zhang Tieqin, Pan Zhaoguo, Jie Jing, and Zhang Yun[197] - In 2020, the committee reviewed the company's share appreciation rights scheme and the list of incentive recipients, issuing independent opinions[201] Nomination Committee The Nomination Committee, chaired by Mr. Xie Shikang with a majority of independent non-executive directors, reviews Board structure and recommends director appointments, having assessed candidate qualifications and independent director independence during the year - The Nomination Committee is chaired by Chairman Xie Shikang, with members including Zhang Tieqin, Pan Zhaoguo, Jie Jing, and Zhang Yun, comprising a majority of independent non-executive directors[204] - In 2020, the committee assessed the qualifications of director and supervisor candidates and reviewed the Board's structure[207] Strategy and Investment Committee The Strategy and Investment Committee, chaired by Mr. Xie Shikang, studies the company's development strategy and advises on major investments, financing, and asset disposals, with members discussing future strategic plans during the reporting period - The Strategy and Investment Committee comprises Xie Shikang (Chairman), Shi Jigang, Zhang Tieqin, Jie Jing, and Zhang Yun[209] - The committee's main responsibilities include studying the company's development strategy, annual operating plans, major investment, and financing proposals[210] Risk Management and Internal Control The company's Audit and Legal Affairs Center oversees internal control, risk management, and internal audit, with implemented and optimized systems, and the Board confirmed the effectiveness and adequacy of these systems during the reporting period - The company performs internal control, risk management, and internal audit duties through its Audit and Legal Affairs Center, with a well-functioning internal control system and no significant operational risks encountered[225] - The company continuously optimized internal control design, revising and implementing various management systems such as the "Internal Control Manual" and "Annual Risk Assessment Process"[226] - The Board confirmed that the group's risk management and internal control systems were effective and adequate, with sufficient resources and qualified personnel during the reporting period[228] Directors, Supervisors and Senior Management Biographies of Directors, Supervisors and Senior Management This section provides detailed biographies of the company's executive, non-executive, and independent non-executive directors, supervisors, and senior management, highlighting their diverse professional backgrounds and extensive experience in automotive, logistics, and management - Executive Directors Mr. Xie Shikang (Chairman) and Mr. Shi Jigang (General Manager) both possess long-term strategic planning and operational management experience within the Changan Automobile system[233][238] - Non-executive directors and independent non-executive directors have diverse backgrounds, covering logistics, finance, law, and academic research, providing professional support for Board decisions[239][240][241][243][245][248] - Supervisory Committee members and the senior management team also possess deep industry backgrounds, with extensive experience in finance, audit, legal affairs, and operational management[249][252][253][254][256][259][260][261][262] Independent Auditor's Report Independent Auditor's Report The auditor, Daxin Certified Public Accountants (Hong Kong) Limited, issued an unqualified opinion on the group's 2020 consolidated financial statements, confirming their fair presentation in accordance with HKFRS, while highlighting deferred income tax and trade receivables impairment as key audit matters - The auditor issued an unqualified audit opinion, stating that the financial statements truly and fairly reflect the company's financial position[264] - Key audit matters include: - Recognition of Deferred Income Tax: Involves management's judgment on the expectation of future taxable profits - Impairment Provision for Trade Receivables: Involves management's significant judgment and estimation of credit risk and expected credit losses[268] Consolidated Financial Statements Core Financial Statements The financial statements show the group achieved RMB 4.686 billion in revenue and RMB 237.22 million in gross profit in 2020, turning profitable with RMB 13.79 million, and maintaining a stable asset-liability structure with total assets of RMB 4.395 billion Consolidated Income Statement Summary (RMB Thousand) | Item | 2020 | 2019 | | :--- | :--- | :--- | | Revenue | 4,685,655 | 4,341,585 | | Gross Profit | 237,221 | 182,665 | | Profit/(Loss) Before Tax | 23,241 | (36,697) | | Profit/(Loss) for the Year | 13,790 | (44,537) | | Profit/(Loss) Attributable to Owners of the Company | 421 | (55,967) | Consolidated Statement of Financial Position Summary (RMB Thousand) | Item | December 31, 2020 | December 31, 2019 | | :--- | :--- | :--- | | Non-current Assets | 1,225,005 | 1,285,021 | | Current Assets | 3,169,621 | 3,274,565 | | Total Assets | 4,394,626 | 4,559,586 | | Current Liabilities | 2,292,740 | 2,412,669 | | Non-current Liabilities | 61,387 | 108,163 | | Total Liabilities | 2,354,127 | 2,520,832 | | Net Assets | 2,040,499 | 2,038,754 | Notes to the Financial Statements The notes to the financial statements detail accounting policies, significant judgments, and item breakdowns, covering segment information, revenue, related party transactions, financial risk management, asset/liability changes, and post-balance sheet events, with Note 37 being crucial for understanding the company's business ecosystem - Note 3 discloses significant accounting judgments and estimates, primarily involving goodwill impairment, expected credit loss provisions for trade receivables, estimation of incremental borrowing rates for leases, and recognition of deferred tax assets[432][433] - Note 37 detailed related party transactions, including revenue from providing logistics services to Changan Automobile and Changan Ford, and expenses from procuring services from Minsheng Logistics, which are significant components of the company's revenue and costs[638][652][655] - Note 41 explains financial risk management policies, indicating that the group's primary financial risks are credit risk and liquidity risk, with limited exposure to interest rate and exchange rate risks. Capital management方面, the gearing ratio at the end of 2020 was 38%, a decrease from 45% in 2019[733][752] - Note 42 discloses a post-balance sheet event: in January 2021, the company signed an agreement with FAW Logistics to establish a joint venture, "Chongqing Changxiang Supply Chain Technology Co., Ltd.," with the company holding a 70% stake[753]