天瑞仪器(300165) - 2024 Q2 - 季度财报

Important Notice, Table of Contents, and Definitions Important Notice The Board of Directors, Supervisory Board, and senior management guarantee the report's truthfulness, accuracy, and completeness; forward-looking statements are not substantive commitments; the company faces risks including PPP project collection, investigation, and goodwill impairment, with no plans for cash dividends, bonus shares, or capital increase from reserves - The company faces major risks including PPP project collection risk, the risk of being investigated by the CSRC for alleged information disclosure violations, and goodwill impairment risk[1] - The company's 2024 semi-annual profit distribution plan is to not distribute cash dividends, bonus shares, or convert capital reserves into share capital[1] Definitions This section defines key terms used in the report, including abbreviations for the company, its subsidiaries, holding and participating companies, as well as specific references to regulatory bodies, accounting firms, and the reporting period - The reporting period is defined as January 1 to June 30, 2024[5] Company Profile and Key Financial Indicators Company Profile Jiangsu Skyray Instrument Co., Ltd (stock code: 300165) is a company listed on the Shenzhen Stock Exchange, with Liu Zhaogui as its legal representative Company Profile | Item | Content | | :--- | :--- | | Stock Abbreviation | Skyray Instrument | | Stock Code | 300165 | | Listed Exchange | Shenzhen Stock Exchange | | Company Name | Jiangsu Skyray Instrument Co., Ltd | | Legal Representative | Liu Zhaogui | Key Accounting Data and Financial Indicators During the reporting period, the company's performance significantly declined, with operating revenue decreasing by 12.89% year-on-year and net profit attributable to shareholders turning from profit to loss, down 163.30%; however, net cash flow from operating activities fundamentally improved, increasing by 110.02% year-on-year, primarily due to reduced payments for PPP projects Key Accounting Data and Financial Indicators | Indicator | Current Period | Prior Year Period | YoY Change | | :--- | :--- | :--- | :--- | | Operating Revenue (yuan) | 379,766,029.27 | 435,936,458.75 | -12.89% | | Net Profit Attributable to Listed Company Shareholders (yuan) | -14,889,218.28 | 23,521,817.36 | -163.30% | | Net Profit Attributable to Listed Company Shareholders Excluding Non-Recurring Gains and Losses (yuan) | -15,705,163.36 | 22,501,662.59 | -169.80% | | Net Cash Flow from Operating Activities (yuan) | 21,046,900.82 | -209,945,215.92 | 110.02% | | Basic Earnings Per Share (yuan/share) | -0.0300 | 0.0475 | -163.16% | | Weighted Average Return on Net Assets | -1.08% | 1.54% | -2.62% | Non-Recurring Gains and Losses Items and Amounts During the reporting period, the company's non-recurring gains and losses totaled 816,000 yuan, primarily comprising government grants of 1.196 million yuan, non-current asset disposal gains of 376,000 yuan, and net other non-operating expenses of -349,000 yuan Non-Recurring Gains and Losses Items and Amounts | Item | Amount (yuan) | | :--- | :--- | | Non-current asset disposal gains and losses | 375,983.43 | | Government grants recognized in current profit/loss | 1,195,578.73 | | Other non-operating income and expenses | -536,216.54 | | Total | 815,945.08 | Management Discussion and Analysis Overview of Main Business Activities During the Reporting Period The company's main business covers four segments: analytical and testing instruments, environmental governance, in-vitro diagnostics, and third-party testing services, with analytical and testing instruments as its core, focusing on spectrometers, chromatographs, and mass spectrometers, transitioning from a single instrument supplier to a comprehensive analytical and testing service provider - The company's main business is divided into four segments: analytical and testing instruments, environmental governance, in-vitro diagnostics (IVD), and third-party testing services[16] - Analytical and testing instruments are the company's core products, with technology centered on spectrometers, chromatographs, and mass spectrometers, widely applied across industries such as electronics, chemicals, food safety, and environmental protection[17] - The company's performance is driven by external factors such as industrial policy support (e.g., equipment upgrades), downstream industry development, and accelerated domestic substitution[26] Analysis of Core Competitiveness During the reporting period, the company strengthened R&D innovation, securing 20 new authorized patents (8 invention patents), filing 19 new patent applications (4 invention patents), and obtaining 5 new computer software copyright registration certificates, solidifying its technological leadership - During the reporting period, the company and its subsidiaries obtained 20 new authorized patents (8 invention patents), filed 19 new patent applications (4 invention patents), and added 5 new software copyrights[28] Analysis of Main Business Operations During the reporting period, the company's operating revenue decreased by 12.89% year-on-year due to fewer orders; experimental analytical instruments revenue fell by 8.89%, environmental engineering and services revenue sharply declined by 35.37%, while only third-party testing business grew by 13.72%, with operating cash flow significantly improving due to reduced payments for PPP project goods and services Key Financial Data Year-on-Year Changes | Item | Current Period | Prior Year Period | YoY Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 379,766,029.27 | 435,936,458.75 | -12.89% | Decreased Orders | | Operating Cost | 226,034,176.73 | 265,224,313.13 | -14.78% | Decreased Revenue Leading to Decreased Costs | | Net Cash Flow from Operating Activities | 21,046,900.82 | -209,945,215.92 | 110.02% | Reduced Payments for PPP Project Goods and Services | Revenue by Product or Service (yuan) | Product or Service | Operating Revenue (yuan) | Operating Cost (yuan) | Gross Margin | Operating Revenue YoY Change | | :--- | :--- | :--- | :--- | :--- | | Experimental Analytical Instruments and Systems | 179,969,872.53 | 73,126,875.38 | 59.37% | -8.89% | | Environmental Engineering and Services | 85,327,447.52 | 83,389,515.63 | 2.27% | -35.37% | | Third-Party Testing | 39,768,730.22 | 26,683,326.28 | 32.90% | 13.72% | Analysis of Non-Core Business Operations During the reporting period, non-core operations significantly impacted profit, with asset impairment losses reaching -5.836 million yuan, accounting for 66.80% of total profit, primarily due to inventory write-downs and contract asset impairment; other items like investment income and non-operating income/expenses also negatively affected total profit and are not sustainable Non-Core Business Analysis | Item | Amount (yuan) | Share of Total Profit | Reason for Formation | | :--- | :--- | :--- | :--- | | Investment Income | 553,749.02 | -6.34% | Primarily due to increased investment income from associates and joint ventures | | Asset Impairment | -5,836,141.73 | 66.80% | Primarily due to inventory write-downs and contract asset impairment | | Non-Operating Income | 187,257.07 | -2.14% | Primarily due to non-payable amounts | | Non-Operating Expenses | -704,757.58 | -8.07% | Primarily due to compensation payments | | Asset Disposal Gains | 375,983.43 | -4.30% | Primarily due to gains from disposal of fixed assets | Analysis of Assets and Liabilities At the end of the reporting period, the company's total assets were 3.694 billion yuan, a 1.66% decrease from the beginning of the year; contract assets constituted the largest portion at 55.20%, increasing due to recognized construction revenue and warranty deposits from PPP projects; long-term borrowings, accounting for 30.84%, rose due to increased loans for ongoing PPP projects, while cash and cash equivalents decreased by 23.96% primarily for bank loan repayments - Cash and cash equivalents at period-end decreased by 23.96% from the beginning of the year, primarily due to repayment of some bank loans[34] - Contract assets at period-end increased by 2.01% from the beginning of the year, primarily due to commercial operation of some PPP project sites, leading to recognized construction revenue and increased warranty deposits[35] - Inventory balance decreased by 12.07% from the beginning of the year, primarily due to the completion and cost transfer of some projects[35] - Long-term borrowings increased by 1.11% from the beginning of the year, primarily due to increased loans for ongoing PPP projects[35] Analysis of Investment Status During the reporting period, the company made no new significant equity or non-equity investments; 15.4727 million yuan of raised funds were invested during the period, with cumulative investments reaching 1.3053 billion yuan; over-raised funds were primarily used for acquiring Skyray Environment, Baisi Bio, Guoce Testing, Panhe Keyi, and supplementing working capital; the company also used 35 million yuan of over-raised funds to purchase wealth management products, which have since been fully redeemed - Investment during the reporting period was 0 yuan, a 100% year-on-year decrease[39] - Total raised funds amounted to 1.107 billion yuan, with 15.4727 million yuan invested during the reporting period, and cumulative investments reaching 1.3053 billion yuan[40] - Over-raised funds were primarily used for acquiring Suzhou Skyray Environment, Shanghai Baisi Bio, Jiangsu Guoce Testing, Shanghai Panhe Keyi, and supplementing working capital[41][43] - During the reporting period, 35 million yuan of raised funds were used to purchase bank wealth management products, which have since been fully redeemed[49] Analysis of Major Holding and Participating Companies During the reporting period, several major subsidiaries incurred losses: Skyray Environment lost 18.28 million yuan, Xiantao Skyray lost 18.78 million yuan, Panhe Keyi lost 7.01 million yuan, and Baisi Bio lost 3.82 million yuan; in contrast, Guoce Testing achieved a profit of 440,000 yuan, and PPP project companies like Ya'an Skyray and Anyue Skyray also reported profits Major Subsidiary Operating Performance (yuan) | Company Name | Type | Operating Revenue (yuan) | Operating Profit (yuan) | Net Profit (yuan) | | :--- | :--- | :--- | :--- | :--- | | Skyray Environment | Subsidiary | 41,514,178.20 | -18,345,793.11 | -18,281,978.06 | | Baisi Bio | Subsidiary | 7,352,994.07 | -3,817,927.34 | -3,817,927.34 | | Guoce Testing | Subsidiary | 39,768,730.22 | 424,569.99 | 444,751.60 | | Xiantao Skyray | Subsidiary | 80,893,287.26 | -18,753,185.30 | -18,776,107.25 | | Panhe Keyi | Subsidiary | 30,088,214.29 | -6,939,947.37 | -7,011,342.27 | | Ya'an Skyray | Subsidiary | 17,702,542.65 | 8,293,792.34 | 7,256,980.80 | | Anyue Skyray | Subsidiary | 14,983,508.66 | 6,611,595.14 | 6,357,790.10 | Risks Faced by the Company and Countermeasures The company identified three core risks: delayed PPP project collections potentially impacting current profit; an ongoing CSRC investigation into alleged information disclosure violations, posing a risk of mandatory delisting for major infractions; and goodwill impairment risk from acquisitions, which could reduce current profit; the company plans to mitigate these by strengthening accounts receivable management, cooperating with investigations, improving information disclosure, and optimizing resource integration - The company faces PPP project collection risk, where some project payments may be delayed, negatively impacting current profit[59] - The company was placed under investigation by the China Securities Regulatory Commission on April 25, 2024, for alleged information disclosure violations; if deemed a major violation, it may face mandatory delisting risk[60] - The company has significant goodwill from mergers and acquisitions; if the acquired entities' future operating conditions deteriorate, there is a risk of goodwill impairment, which would negatively impact profit[61] Corporate Governance Information on Annual and Extraordinary Shareholder Meetings Held During the Reporting Period During the reporting period, the company held two shareholder meetings: the 2023 Annual General Meeting and the 2024 First Extraordinary General Meeting, with investor participation rates of 24.82% and 19.78% respectively Shareholder Meeting Convening Status | Meeting Session | Meeting Type | Investor Participation Rate | Meeting Date | | :--- | :--- | :--- | :--- | | 2023 Annual General Meeting | Annual General Meeting | 24.82% | 2024年05月17日 | | 2024 First Extraordinary General Meeting | Extraordinary General Meeting | 19.78% | 2024年06月28日 | Changes in Directors, Supervisors, and Senior Management During the reporting period, the company's Board of Directors saw changes, with Yang Bohong and Li Gang resigning as directors due to personal reasons, and Liao Guorong and Zhang Xiumei elected as new directors - Directors Yang Bohong and Li Gang resigned due to personal reasons[65] - Liao Guorong and Zhang Xiumei were elected as new directors on June 28, 2024[65] Environmental and Social Responsibility Significant Environmental Issues The company's subsidiary, Ya'an Skyray, is designated as a key polluting unit, primarily for water pollutants; during the reporting period, Ya'an Skyray strictly adhered to environmental regulations, with all pollutant emissions within limits, and has developed an emergency response plan for environmental incidents, incurring no administrative penalties for environmental issues - The company's subsidiary, Ya'an Skyray, is designated as a key polluting unit by environmental protection authorities, with primary pollutants being water pollutants (ammonia nitrogen, total phosphorus, total nitrogen, CODCr)[67][68] - During the reporting period, Ya'an Skyray's total pollutant emissions were within the approved limits, with no instances of exceeding standards[68] - The company has formulated and filed an 'Emergency Response Plan for Environmental Incidents' and received no administrative penalties for environmental issues during the reporting period[71] Social Responsibility The company actively fulfills its social responsibilities by communicating with investors through various channels to protect shareholder rights, prioritizing human capital by focusing on employee development and welfare to foster mutual growth, and operating legally while actively paying taxes to support local economic development - The company maintains communication with investors through platforms like investor hotlines and 'Hudongyi' to protect shareholder rights[72] - The company prioritizes employee career development, labor protection, and well-being, establishing a comprehensive performance appraisal and welfare system[72] Significant Matters Litigation Matters During the reporting period, the company had no significant litigation or arbitration matters; among other lawsuits, newly won cases totaled 4.6568 million yuan, and newly lost cases totaled 2.0245 million yuan; as of the end of the reporting period, the cumulative amount involved in pending lawsuits for the company and its subsidiaries was 60.189 million yuan Litigation Status | Litigation Status | Amount Involved (ten thousand yuan) | Status | | :--- | :--- | :--- | | Newly Won Cases (Executed) | 17.14 | Closed | | Newly Won Cases (Pending Execution) | 448.54 | Closed | | Newly Lost Cases (Executed) | 202.45 | Closed | | Cumulative Pending Judgment Cases | 6,018.9 | Pending Judgment | Penalties and Rectification Status During the reporting period, the company and related parties received multiple penalties: controlling subsidiary Anyue Skyray was fined for failing to implement safety production responsibilities; the company is under CSRC investigation for alleged information disclosure violations and received a warning letter from Jiangsu CSRC for prior financial misstatements; additionally, the company received a Shenzhen Stock Exchange regulatory letter for providing unauthorized financial assistance for employee housing/car purchases; the company has formulated and implemented rectification measures for all issues - Controlling subsidiary Anyue Skyray Water Co., Ltd. was fined 301,000 yuan for failing to implement its primary responsibility for production safety[78][79][80] - The company was placed under investigation by the China Securities Regulatory Commission on April 26, 2024, for alleged information disclosure violations[80] - The company, Chairman Liu Zhaogui, General Manager Ying Gang, and then-CFO Wu Zhaobing received a warning letter from Jiangsu CSRC for misstating certain periodic reports in 2021-2022 due to non-compliance with accounting standards for construction service revenue recognition and measurement[80][81] - The company received a Shenzhen Stock Exchange regulatory letter for providing unauthorized loans to employees for housing and car purchases (constituting financial assistance) without timely fulfilling review procedures and disclosure obligations[99][100] Explanation of Other Significant Matters On May 22, 2024, the company decided to terminate its 2023 private placement of A-shares; the report also reiterated the significant events of receiving a CSRC investigation notice and a Jiangsu CSRC warning letter on April 25, 2024, and highlighted related risks - The company's Board of Directors convened on May 22, 2024, deciding to terminate the 2023 private placement of A-shares[97] - The report reiterated the company's ongoing CSRC investigation for alleged information disclosure violations and the warning letter from Jiangsu CSRC regarding prior financial misstatements[98] Share Changes and Shareholder Information Share Change Status During the reporting period, the company's total share capital of 495,511,725 shares remained unchanged; restricted shares decreased by 3,425 shares due to the unlocking of executive-held shares upon departure, with a corresponding increase in unrestricted shares by 3,425 shares Share Change Status | Share Class | Quantity Before Change | Current Change | Quantity After Change | | :--- | :--- | :--- | :--- | | Restricted Shares | 74,983,040 | -3,425 | 74,979,615 | | Unrestricted Shares | 420,528,685 | +3,425 | 420,532,110 | | Total Share Capital | 495,511,725 | 0 | 495,511,725 | Shareholder Numbers and Shareholding Status As of the end of the reporting period, the company had 25,892 common shareholders; controlling shareholder and de facto controller Liu Zhaogui held a 16.13% stake; among the top ten shareholders, Mr. Liu Zhaogui and Shanghai Muxin Private Equity Fund Management Co., Ltd. - Muxin Tianzehui No. 4 Private Securities Investment Fund are parties acting in concert - At the end of the reporting period, the total number of common shareholders was 25,892[105] Top Five Shareholders' Shareholding Status | Shareholder Name | Shareholding Percentage | Number of Shares Held | Number of Restricted Shares Held | | :--- | :--- | :--- | :--- | | Liu Zhaogui | 16.13% | 79,914,203 | 59,935,652 | | Guangzhou Lidu Virtual Reality Technology Partnership (Limited Partnership) | 5.01% | 24,825,137 | 0 | | Shanghai Muxin Private Equity Fund Management Co., Ltd. - Muxin Tianzehui No. 4 | 4.24% | 21,000,000 | 0 | | Ying Gang | 3.56% | 17,642,917 | 13,232,188 | | Suzhou Zhengyuan Xinyi Asset Management Co., Ltd. - Zhengyuan Xingye No. 2 | 1.57% | 7,788,966 | 0 | - Shareholder Liu Zhaogui and Shanghai Muxin Private Equity Fund Management Co., Ltd. - Muxin Tianzehui No. 4 Private Securities Investment Fund are parties acting in concert[106] Financial Report Audit Report The company's 2024 semi-annual financial report is unaudited - The company's semi-annual financial report is unaudited[116] Financial Statements Financial statements show that as of the end of the reporting period, the company's total assets were 3.694 billion yuan, total liabilities 2.273 billion yuan, and equity attributable to the parent company 1.371 billion yuan; operating revenue for the period was 380 million yuan, net profit attributable to the parent company was -14.89 million yuan, and net cash flow from operating activities was 21.05 million yuan Consolidated Balance Sheet As of June 30, 2024, the company's total assets were 3.694 billion yuan, a 1.66% decrease from the beginning of the period; total liabilities were 2.273 billion yuan, down 2.14%; equity attributable to the parent company was 1.371 billion yuan, a 1.01% decrease; the asset-liability ratio was 61.54% Consolidated Balance Sheet Key Items (yuan) | Item | Period-End Balance (yuan) | Period-Start Balance (yuan) | | :--- | :--- | :--- | | Total Assets | 3,694,059,210.86 | 3,756,441,828.51 | | Total Liabilities | 2,273,277,670.84 | 2,322,947,416.40 | | Total Equity Attributable to Parent Company Owners | 1,370,707,755.64 | 1,384,727,884.10 | | Total Owners' Equity | 1,420,781,540.02 | 1,433,494,412.11 | Consolidated Income Statement In the first half of 2024, the company achieved total operating revenue of 380 million yuan, a 12.89% year-on-year decrease; total operating costs were 369 million yuan; influenced by declining revenue and credit impairment losses, operating profit was -8.22 million yuan, total profit was -8.74 million yuan, and net profit attributable to parent company shareholders was -14.89 million yuan, turning from profit to loss year-on-year Consolidated Income Statement Key Items (yuan) | Item | H1 2024 (yuan) | H1 2023 (yuan) | | :--- | :--- | :--- | | I. Total Operating Revenue | 379,766,029.27 | 435,936,458.75 | | II. Total Operating Costs | 369,421,713.57 | 427,206,021.78 | | III. Operating Profit | -8,219,384.64 | 28,917,146.60 | | IV. Total Profit | -8,736,885.15 | 28,885,765.65 | | V. Net Profit | -13,581,961.91 | 22,927,993.18 | | Net Profit Attributable to Parent Company Shareholders | -14,889,218.28 | 23,521,817.36 | Consolidated Cash Flow Statement In the first half of 2024, net cash flow from operating activities was 21.05 million yuan, a significant improvement from -210 million yuan in the prior year; net cash outflow from investing activities was 10.54 million yuan, and from financing activities was 68.19 million yuan; cash and cash equivalents at period-end totaled 182 million yuan Consolidated Cash Flow Statement Key Items (yuan) | Item | H1 2024 (yuan) | H1 2023 (yuan) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 21,046,900.82 | -209,945,215.92 | | Net Cash Flow from Investing Activities | -10,542,340.88 | -29,395,478.82 | | Net Cash Flow from Financing Activities | -68,187,025.47 | 70,473,540.17 | | Net Increase in Cash and Cash Equivalents | -57,309,433.10 | -168,951,767.34 | | Cash and Cash Equivalents at Period-End | 181,860,046.10 | 240,980,139.51 | Notes to Consolidated Financial Statements This section details the composition and changes of major accounts in the consolidated financial statements, highlighting significant balances in accounts receivable and contract assets primarily related to PPP projects, goodwill with an original value of 552 million yuan and accumulated impairment provisions of 477 million yuan, and substantial guarantees provided for bank loans of subsidiaries Ya'an Skyray and Anyue Skyray - As of period-end, the top five accounts receivable and contract asset balances by debtor totaled 2.324 billion yuan, accounting for 87.01% of the total, primarily related to PPP projects[224] - Goodwill had an original book value of 552 million yuan, with an impairment provision balance of 477 million yuan at period-end, showing no change; it primarily arose from acquisitions of Skyray Environment, Panhe Keyi, Baisi Bio, and other companies[283][284] - The company provided total guarantees of 1.89 billion yuan for bank loans of subsidiaries Ya'an Skyray and Anyue Skyray, primarily for PPP project construction[312][313]