Financial Performance - In 2022, the company reported a total loss attributable to shareholders of approximately RMB 1,635,927,000, an increase of about 45.4% compared to RMB 1,125,142,000 in 2021[12] - The company experienced a 100% decline in revenue for the year, reporting zero revenue compared to RMB 936,940,000 in 2021[18] - Other income for the year was approximately RMB 1,179,000, a decrease of about 96.5% compared to RMB 33,501,000 in the previous year[28] - Other losses amounted to approximately RMB 1,454,500,000, compared to RMB 3,600,000 in the previous year, primarily due to claims from creditors related to the bankruptcy restructuring of Anhui Huaxing[29] - The company reported a basic and diluted loss per share of RMB (0.171) in 2022, compared to RMB (0.118) in 2021[5] - The company recorded a loss attributable to shareholders of approximately RMB 1,635,927,000 for the year ended December 31, 2022[95] - For the year ended December 31, 2022, the company reported a loss attributable to shareholders of approximately RMB 1,635,927,000, with no revenue generated during the period[175] Assets and Liabilities - The company's total assets as of December 31, 2022, were approximately RMB 2,863,000, a decrease of about 64.0% from RMB 7,959,000 in 2021[12] - Non-current assets decreased to RMB 2,316,000 in 2022 from RMB 3,644,000 in 2021[6] - Current liabilities increased significantly to RMB (3,842,268,000) in 2022 from RMB (2,210,233,000) in 2021[6] - The total assets less current liabilities were approximately RMB (3,839,405,000) as of December 31, 2022, compared to RMB (2,202,274,000) in the previous year[36] - The asset-liability ratio was approximately 134.204% as of December 31, 2022, compared to 27.770% in the previous year[38] - As of December 31, 2022, the company's current liabilities exceeded its current assets by approximately RMB 3,841,721,000[95] - The total borrowings of the group amounted to approximately RMB 1,238,428,000, all classified as current liabilities, with cash and cash equivalents of approximately RMB 483,000[95] - The company’s total debt as of December 31, 2022, was approximately RMB 3,842,268,000, with significant uncertainties regarding the completeness and accuracy of this debt[180] Bankruptcy and Restructuring - The company has entered bankruptcy reorganization as of January 19, 2023, with the support of creditors and potential investors[13] - The bankruptcy restructuring plan aims to fully resolve and settle all debts, excluding normal operating liabilities, under the support of bankruptcy restructuring investors[47] - The company plans to issue new shares for debt capitalization as part of its restructuring efforts[47] - The bankruptcy reorganization plan has been approved by the Shanghai Third Court, and upon completion, the company expects to achieve a turnaround in net asset status[178] - The company anticipates sufficient working capital for its operations following the completion of the bankruptcy reorganization plan[178] - The company is subject to a bankruptcy reorganization application due to an inability to repay debts, with outstanding payments of approximately RMB 71,840,000 acknowledged by the Shanghai Third Court[196] - The bankruptcy reorganization plan has been approved by the Shanghai Third Court, terminating the reorganization process[199] - The implementation and supervision period of the bankruptcy reorganization plan is set for 18 months following court approval[199] Corporate Governance - The company has adopted the corporate governance code as per the listing rules, ensuring compliance with high standards of corporate governance[59] - The board of directors consists of six members responsible for strategy, performance, risk management, and significant operational matters[63] - The company held a total of three board meetings during the fiscal year ending December 31, 2022, to address operational and business development needs[68] - The company has faced delays in publishing its annual performance announcement for the year ending December 31, 2022, which constitutes a breach of listing rules[59] - The company appointed Wang Yanlong as an independent non-executive director on June 17, 2022, following the resignation of Liu Jun[60] - The board has confirmed the independence of all current independent non-executive directors in accordance with the listing rules[67] - The company is committed to maintaining high levels of corporate governance to enhance investor confidence and maximize shareholder returns[59] - The company has not yet commenced its annual general meeting for the fiscal year ending December 31, 2022, which is a violation of corporate governance codes[59] - The company has implemented a standard code of conduct for securities trading by directors and supervisors, confirming compliance for the fiscal year[62] - The board is tasked with preparing annual and interim accounts for approval before public announcement[63] - The board of directors held a total of 3 meetings, with all executive directors attending all meetings[71] - The roles of the chairman and CEO are separated, with Mr. Lan Huasheng as chairman and Mr. Wang Liguo as CEO[72] - The company has established a remuneration and assessment committee, which held 2 meetings during the year[80] - The nomination committee is chaired by Mr. Lan Huasheng, with a majority of independent non-executive directors as members[81] - All independent non-executive directors confirmed their independence and have not received any notifications affecting their independence[79] - Continuous professional development training was provided to all newly appointed directors to ensure understanding of the company's business and regulatory responsibilities[76] - The company has a governance code that mandates the appointment of independent non-executive directors to ensure board independence[78] - The remuneration and assessment committee is responsible for determining the specific remuneration packages for all executive directors[80] - The company held its annual general meeting once in 2022, with all directors attending[71] - The board ensures at least three independent non-executive directors are appointed, representing at least one-third of the board members[78] - The board acknowledges the importance of gender diversity, currently having no female directors, and aims to appoint at least one female director by December 31, 2024[86] - The board consists of six members, all male, with age distribution including one member aged 40-49, three aged 50-59, and two aged 60-69[85] - The audit committee held one meeting during the year to review the group's unaudited interim results and audited annual results[88] - The audit committee's fees for statutory audit services and non-audit services were RMB 560,000 and zero, respectively, for the year ended December 31, 2022[89] - The company has adopted a nomination policy to ensure a diverse board composition, considering various factors including skills, experience, and qualifications[84] - The board will continue to actively seek suitable candidates to enhance gender diversity within its ranks[86] - The company believes it has achieved gender diversity among its employees, with a gender ratio of 1:1 as of December 31, 2022[86] Risk Management - The company has established a risk management department to ensure an effective internal control system[110] - The board is responsible for overseeing the risk management and internal control systems, reviewing their effectiveness at least annually[110] - The internal control system aims to provide reasonable assurance against significant misstatements or losses[110] - The company has confirmed compliance with the relevant laws and regulatory requirements in its governance practices[98] - The internal audit function reviews the effectiveness of the risk management and internal control systems based on an annual plan[111] - The board has established clear guidelines for the delegation of management powers and responsibilities[99] - The company established an internal audit team under the audit committee to enhance internal control and risk management functions[113] - The internal audit team consists of four members with experience in finance, contract management, engineering management, and law[113] - The company adopted policies and procedures to assess and improve the effectiveness of its risk management and internal control systems, covering all significant controls[113] - The board of directors is committed to reviewing the effectiveness of the group's risk management and internal control systems annually[113] - The company faced risks related to customer payment delays, which could adversely affect cash flow and operational funding[162] - The company has identified major financial risks, which are detailed in the financial statements under note 35[163] Employee and Labor Relations - The total number of employees decreased to 12 from 24 in the previous year, representing a reduction of 50%[155] - Employee compensation for the year amounted to approximately RMB 6,659,000, a significant decrease from RMB 101,694,000 in the previous year, reflecting a reduction of about 93.44%[155] - The company has no significant labor disputes or strikes that could disrupt daily operations, indicating a good relationship with employees[156] Environmental and Social Responsibility - The company is committed to environmental protection and plans to publish an Environmental, Social, and Governance report within three months of the report's publication date[160] Legal and Regulatory Compliance - The company has maintained sufficient public float as per listing rules, ensuring compliance with regulatory requirements[173] - There were no significant legal or regulatory violations affecting the company's business operations as of the report date[172]
大生农业金融(01103) - 2023 - 年度财报