世纪鼎利(300050) - 2024 Q2 - 季度财报

Important Notice, Table of Contents, and Definitions This section provides crucial disclaimers, outlines the report structure, and defines key terms used throughout the document Important Notice The company's board of directors, supervisory board, and senior management ensure the truthfulness, accuracy, and completeness of this semi-annual report and assume legal responsibility, with forward-looking statements not constituting substantive commitments, and no profit distribution planned - Company management guarantees the truthfulness, accuracy, and completeness of the report content and assumes corresponding legal responsibilities[2] - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for this half-year period[2] Table of Contents This report comprises ten chapters including important notices, company profile, management discussion and analysis, corporate governance, environmental and social responsibility, significant matters, share changes, preferred shares, bonds, and financial reports Definitions This section defines and explains specific terms used in the report, such as company abbreviations and business terminology like network optimization, vocational education, and the UBL talent cultivation model Company Profile and Key Financial Indicators This section introduces the company's basic information and presents its key accounting data and financial performance indicators Company Profile Zhuhai Century Dingli Technology Co., Ltd. (Stock Code: 300050) is a company listed on the Shenzhen Stock Exchange, with Li Tao as its legal representative Company Profile | Item | Information | | :--- | :--- | | Stock Abbreviation | Century Dingli | | Stock Code | 300050 | | Listing Exchange | Shenzhen Stock Exchange | | Company Name | Zhuhai Century Dingli Technology Co., Ltd. | | Legal Representative | Li Tao | Key Accounting Data and Financial Indicators In the first half of 2024, the company's performance significantly declined, with operating revenue decreasing by 15.35% year-on-year, net profit attributable to shareholders falling sharply from CNY -6.66 million to CNY -14.31 million, a 114.83% year-on-year decrease, and net cash flow from operating activities experiencing a substantial outflow, down 189.05% year-on-year Key Accounting Data and Financial Indicators | Key Financial Indicators | Current Period | Prior Period | YoY Change | | :--- | :--- | :--- | :--- | | Operating Revenue (CNY) | 137,621,090.95 | 162,568,594.51 | -15.35% | | Net Profit Attributable to Shareholders of Listed Company (CNY) | -14,312,145.38 | -6,662,074.21 | -114.83% | | Net Profit Attributable to Shareholders of Listed Company (Excluding Non-recurring Items) (CNY) | -15,077,250.59 | -5,675,436.18 | -165.66% | | Net Cash Flow from Operating Activities (CNY) | -77,964,474.50 | -26,973,101.51 | -189.05% | | Basic Earnings Per Share (CNY/share) | -0.03 | -0.01 | -200.00% | | Weighted Average Return on Net Assets | -3.06% | -0.97% | -2.09% | | Total Assets (CNY) | 686,575,804.39 | 804,358,478.20 | -14.64% (Period-end vs. Prior Year-end) | | Net Assets Attributable to Shareholders of Listed Company (CNY) | 467,735,999.68 | 468,516,689.71 | -0.17% (Period-end vs. Prior Year-end) | Non-recurring Gains and Losses During the reporting period, the company's non-recurring gains and losses totaled CNY 0.7651 million, primarily from government grants and wealth management product income Non-recurring Gains and Losses | Item | Amount (CNY) | Explanation | | :--- | :--- | :--- | | Government grants recognized in current profit/loss | 577,787.70 | Mainly government grants received by the company during the reporting period | | Fair value changes in financial assets | 113,315.07 | Mainly income from wealth management products purchased by the company during the reporting period | | Gains/losses on disposal of non-current assets | -49,406.43 | Mainly losses from asset write-offs by the company during the reporting period | | Total | 765,105.21 | | Management Discussion and Analysis This section provides an in-depth analysis of the company's main operations, core competencies, financial performance, and risk management strategies Overview of Main Businesses The company's main businesses are communication and vocational education; during the reporting period, communication business revenue grew due to new service contracts, while vocational education revenue declined due to disagreements with partner institutions, resulting in an overall 15.35% revenue decrease primarily impacted by subsidiary transfers in 2023 - The company's main businesses include communication services (network testing, optimization, construction, and operation & maintenance) and vocational education services (academic education operation services and educational equipment sales)[21][22][23] - Performance decline primarily due to: - Overall Business: Reduced revenue from the transfer of Shanghai Yixin Intelligent and Shanghai Meidu in 2023, leading to a smaller consolidation scope - Communication Business: Revenue increased year-on-year due to the normal execution of newly awarded mobile network optimization service contracts in this period - Vocational Education Business: Revenue decreased year-on-year due to disagreements with some partner institutions regarding future cooperation[29] Core Competitiveness Analysis The company's core competitiveness lies in its communication and vocational education segments, with the former benefiting from independent R&D, industrial layout, and brand advantages, while the latter leverages deep industry background, a forward-looking UBL talent cultivation model, and innovative educational approaches - Communication Business Core Competencies: - Independent R&D and Innovation: Possesses a complete product line and industry-leading independent development capabilities - Industrial Layout: A domestic provider of mature end-to-end wireless network solutions - Qualifications and Brand: Holds national high-tech enterprise status, multiple industry certifications, and honors[30][31] - Vocational Education Business Core Competencies: - Industry Background and Resources: Leveraging its communication industry background to integrate real industry projects into teaching and provide internship and employment opportunities for students - Forward-looking Talent Cultivation: Adopts the unique 'UBL talent cultivation model,' focusing on new industries in the ICT sector to seamlessly align talent development with industry demands - Innovative Education Model: Achieves industry-education integration through project-based learning and technology-driven approaches[32] Main Business Analysis During the reporting period, the company's expenses decreased across the board; communication revenue grew 19.02% year-on-year with a 6.59% gross margin decline, while vocational education revenue decreased 6.22% but saw a 16.10% gross margin increase, and outsourcing service fees constituted the largest portion of operating costs at 36.23%, growing 35.06% year-on-year, while direct materials and teaching operation expenses significantly decreased Key Financial Data Analysis | Key Financial Data | Current Period | Prior Period | YoY Change | Main Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 137,621,090.95 | 162,568,594.51 | -15.35% | - | | Operating Cost | 97,178,268.51 | 110,346,798.23 | -11.93% | - | | Net Cash Flow from Operating Activities | -77,964,474.50 | -26,973,101.51 | -189.05% | Decrease in sales collection and increase in procurement payments | | Net Cash Flow from Investing Activities | 25,441,990.10 | 12,438,171.24 | 104.55% | No wealth management products purchased | | Net Cash Flow from Financing Activities | -48,946,653.93 | -17,620,401.39 | -177.78% | Decrease in bank borrowings obtained | Operating Revenue, Cost, and Gross Margin by Product/Service | By Product or Service | Operating Revenue (CNY) | Operating Cost (CNY) | Gross Margin | Operating Revenue YoY Change | Operating Cost YoY Change | Gross Margin YoY Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Wireless Network Optimization Products | 25,989,635.50 | 11,085,368.03 | 57.35% | 16.24% | 15.52% | 0.27% | | Network Optimization and Technical Services | 56,575,799.02 | 51,281,326.98 | 9.36% | 7.18% | 19.10% | -9.07% | | Vocational Education Services | 25,681,570.54 | 13,070,929.90 | 49.10% | -8.95% | -32.10% | 17.34% | Operating Cost Composition | Cost Component | Current Period Amount (CNY) | Proportion of Operating Cost | Prior Period Amount (CNY) | Proportion of Operating Cost | YoY Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Direct Materials | 18,829,639.47 | 19.38% | 28,082,808.84 | 25.45% | -32.95% | | Direct Labor | 21,709,066.05 | 22.34% | 25,278,823.59 | 22.91% | -14.12% | | Outsourcing Service Fees | 35,206,889.16 | 36.23% | 26,068,432.30 | 23.62% | 35.06% | | Teaching Operation Expenses | 3,411,542.48 | 3.51% | 6,826,593.51 | 6.19% | -50.03% | Non-Operating Activities Analysis During the reporting period, non-operating activities significantly negatively impacted total profit, with credit impairment losses reaching CNY -6.16 million, accounting for 40.57% of total profit, primarily due to bad debt provisions for accounts receivable, while other income totaled CNY 1.48 million, mainly from government grants Non-Operating Activities Analysis | Item | Amount (CNY) | Proportion of Total Profit | Reason for Formation | | :--- | :--- | :--- | :--- | | Credit Impairment Loss | -6,161,212.60 | 40.57% | Mainly due to the company's provision for bad debts on accounts receivable during the reporting period | | Other Income | 1,478,294.91 | -9.73% | Mainly government grants received by the company during the reporting period | | Asset Impairment | 675,046.12 | -4.44% | Mainly the reversal of inventory impairment provisions previously made by the company during the reporting period | Asset and Liability Status Analysis As of the end of the reporting period, the company's total assets were CNY 687 million, a 14.64% decrease from the prior year-end, primarily due to a 38.7% reduction in cash and equivalents (from decreased sales collection and bank loan repayments), an 86.7% decrease in short-term borrowings (from partial bank loan repayments), and the zeroing out of financial assets held for trading (from structured deposit redemptions) Asset and Liability Status Analysis | Asset/Liability Item | Period-End Amount (CNY) | Proportion of Total Assets | Year-End Amount (CNY) | Proportion of Total Assets | Proportion Change | Significant Change Explanation | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Cash and Equivalents | 161,258,132.93 | 23.49% | 263,154,345.62 | 32.72% | -9.23% | Due to decreased sales collection and repayment of bank borrowings | | Accounts Receivable | 191,855,013.02 | 27.94% | 181,498,753.55 | 22.56% | 5.38% | - | | Short-term Borrowings | 10,000,000.00 | 1.46% | 75,000,000.00 | 9.32% | -7.86% | Due to repayment of some bank borrowings | | Financial Assets Held for Trading | 0.00 | 0.00% | 40,000,000.00 | 4.97% | -4.97% | Due to redemption of structured deposits | Risks and Countermeasures The company faces four main risks: intensified market competition, insufficient technological and product innovation, M&A integration uncertainties, and high accounts receivable, which it plans to address by adjusting business strategies, increasing R&D investment, strengthening risk management, and optimizing sales models - Market Competition Risk: Increased competition due to consolidation in the communication industry and new entrants in the education sector. The company will adjust business strategies, increase R&D investment, and reduce costs while improving efficiency[57] - Technology and Product Innovation Risk: Failure to keep pace with industry technological developments may impact market competitiveness. The company will maintain sensitivity to industry trends and continue to invest in R&D[58] - M&A and Business Integration Risk: External expansion may involve uncertainties in business synergy and cultural integration. The company will conduct thorough due diligence before M&A and promptly intervene in post-investment management[59][60] - Accounts Receivable Risk: High proportion of accounts receivable poses bad debt and liquidity risks. The company will optimize sales models and strengthen collection management and assessment[61] Corporate Governance This section details the company's corporate governance structure, including shareholder meetings, board and supervisory changes, and profit distribution policies Shareholder Meetings, Changes in Directors, Supervisors, Senior Management, and Profit Distribution During the reporting period, the company held its 2023 Annual General Meeting on May 17, 2024, with no changes in its directors, supervisors, or senior management, and no plans for cash dividends, bonus shares, or capital reserve capitalization for the half-year period - The company held its 2023 Annual General Meeting on May 17, 2024[64] - There were no changes in the company's directors, supervisors, or senior management during the reporting period[65] - The company plans no profit distribution or capital reserve capitalization for the half-year period[65] Environmental and Social Responsibility This section outlines the company's environmental protection efforts and its commitment to social responsibilities, including stakeholder rights Environmental and Social Responsibility The company and its subsidiaries are not classified as key polluting entities and received no environmental administrative penalties during the reporting period; the company actively fulfills social responsibilities by promoting green practices like paperless offices and water/electricity conservation, while prioritizing the protection of investor, employee, customer, and supplier rights - The company and its subsidiaries are not classified as key polluting entities by environmental protection authorities, and there were no environmental administrative penalties during the reporting period[66] - The company protects investor rights by improving corporate governance, safeguards employee rights through sound labor systems, and establishes stable cooperative relationships with customers and suppliers[67][68][69][70] Significant Matters This section covers significant events including unfulfilled commitments, major litigation, and regulatory penalties with their rectification status Commitment Fulfillment Status As of the end of the reporting period, the company has multiple overdue unfulfilled commitments, primarily related to performance compensation and accounts receivable guarantees for previously acquired Shanghai Meidu and Yixin Intelligent, with the promisors being TAN CHIN LOKE EUGENE (Chen Zhenlu), Shanghai Yizheng, and Wang Liping; the company has initiated legal action for recovery Commitment Fulfillment Status | Promisor | Commitment Type | Commitment Content | Commitment Period | Fulfillment Status | | :--- | :--- | :--- | :--- | :--- | | TAN CHIN LOKE EUGENE (Chen Zhenlu); Shanghai Yizheng | Performance commitment and compensation, accounts receivable commitment | Guaranteed compensation for Shanghai Meidu's performance from 2018-2020 and accounts receivable at the end of 2020 | 2021年12月31日 | Overdue and unfulfilled | | Wang Liping | Accounts receivable guarantee commitment | Assumed management responsibility for Yixin Intelligent's accounts receivable as of December 31, 2019 | 2021年08月11日 | Overdue and unfulfilled | | Wang Liping | Other commitments | Assumed guarantee responsibility for Shanghai Yixin's prepayment balance of CNY 59.0857 million | 2021年12月31日 | Overdue and unfulfilled | Litigation Matters The company is involved in multiple significant lawsuits totaling over CNY 200 million, including demanding CNY 110 million from Wang Liping for accounts receivable guarantee (judgment in favor, pending enforcement), suing Nantong Zhixiang for CNY 127 million in an equity transfer dispute, and suing Shanghai Yizheng for CNY 57.85 million in an equity transfer dispute (judgment in favor, pending enforcement) Major Litigation Matters | Litigation Overview | Amount Involved (CNY '0,000) | Litigation Progress | | :--- | :--- | :--- | | Shanghai Yixin demands Wang Liping pay accounts receivable guarantee amount | 11,040.8 | Retrial application accepted, not yet ruled. Original judgment in favor of the company, currently under enforcement | | Shanghai Zhixiang sues Nantong Zhixiang et al. for equity transfer dispute | 12,703.03 | Case filed, not yet ruled | | Company and Shanghai Meidu sue Shanghai Yizheng et al. for equity transfer dispute | 5,785.11 | Judgment in favor of the company and Shanghai Meidu, pending enforcement | Penalties and Rectification Status On December 29, 2023, the company and responsible individuals (Chairman Li Tao, Board Secretary Xu Zequan, CFO He Xuan) received a warning letter from the Guangdong Securities Regulatory Bureau due to compliance issues found during an on-site inspection; the company has completed rectification as required and disclosed the rectification report on January 26, 2024 - The company, Chairman Li Tao, Board Secretary Xu Zequan, and CFO He Xuan received a warning letter from the Guangdong Securities Regulatory Bureau on December 29, 2023[84] - The company has completed the rectification of matters mentioned in the warning letter and announced the rectification report on January 26, 2024[85] Share Changes and Shareholder Information This section details changes in the company's share capital and provides an overview of its shareholder structure and major shareholders Share Capital Changes During the reporting period, the company's total share capital remained unchanged at 544,846,718 shares, with a minor structural adjustment due to the release of 300 restricted shares held by a supervisor, resulting in a corresponding decrease in restricted shares and an increase in unrestricted shares - Total share capital remained unchanged at 544,846,718 shares during the reporting period[100][101] - The release of 300 restricted shares held by Supervisor Mr. Ren Huanxuan was the only reason for share capital change during the reporting period[101] Shareholder Count and Shareholding Status As of the end of the reporting period, the company had 33,968 common shareholders; the largest shareholder, Sichuan Tequ Mayflower Education Management Co., Ltd., holds 9.18%, and together with the second largest shareholder, Mr. Ye Bin (8.40%), they are parties acting in concert, jointly holding 17.58% of the company's voting rights Shareholder Information | Shareholder Name | Shareholding Ratio | Shares Held at Period-End | | :--- | :--- | :--- | | Sichuan Tequ Mayflower Education Management Co., Ltd. | 9.18% | 50,000,000 | | Ye Bin | 8.40% | 45,744,700 | | Zhu Jun | 1.30% | 7,080,000 | | MERRILL LYNCH INTERNATIONAL | 1.18% | 6,453,054 | - Shareholder Mr. Ye Bin and Sichuan Tequ Mayflower Education Management Co., Ltd. are parties acting in concert, jointly holding 95,744,700 shares, representing 17.58% of the company's total share capital[103][105] Preferred Shares Information This section confirms the absence of preferred shares within the company during the reporting period Preferred Shares During the reporting period, the company had no preferred shares Bonds Information This section confirms the absence of bond-related activities for the company during the reporting period Bonds During the reporting period, the company had no bond-related information Financial Report This section presents the company's unaudited semi-annual financial statements, including balance sheets, income statements, and cash flow statements Audit Report The company's 2024 semi-annual financial report is unaudited Financial Statements This section provides the company's consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity for the first half of 2024 Consolidated Balance Sheet - Key Items | Consolidated Balance Sheet - Key Items | Period-End Balance (CNY) | Period-Start Balance (CNY) | | :--- | :--- | :--- | | Cash and Equivalents | 161,258,132.93 | 263,154,345.62 | | Accounts Receivable | 191,855,013.02 | 181,498,753.55 | | Total Assets | 686,575,804.39 | 804,358,478.20 | | Short-term Borrowings | 10,000,000.00 | 75,000,000.00 | | Total Liabilities | 220,852,264.21 | 336,971,594.90 | | Equity Attributable to Parent Company Owners | 467,735,999.68 | 468,516,689.71 | Consolidated Income Statement - Key Items | Consolidated Income Statement - Key Items | Current Period Amount (CNY) | Prior Period Amount (CNY) | | :--- | :--- | :--- | | Total Operating Revenue | 137,621,090.95 | 162,568,594.51 | | Total Operating Cost | 148,848,802.40 | 170,025,569.27 | | Operating Profit | -15,281,728.30 | -6,833,855.85 | | Total Profit | -15,188,012.49 | -6,532,707.80 | | Net Profit | -15,194,798.47 | -6,705,300.72 | | Net Profit Attributable to Parent Company Shareholders | -14,312,145.38 | -6,662,074.21 | Consolidated Cash Flow Statement - Key Items | Consolidated Cash Flow Statement - Key Items | Current Period Amount (CNY) | Prior Period Amount (CNY) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | -77,964,474.50 | -26,973,101.51 | | Net Cash Flow from Investing Activities | 25,441,990.10 | 12,438,171.24 | | Net Cash Flow from Financing Activities | -48,946,653.93 | -17,620,401.39 | | Net Increase in Cash and Cash Equivalents | -101,447,641.35 | -31,783,332.71 | Notes to Consolidated Financial Statements This section details key items in the consolidated financial statements, highlighting accounts receivable book balance of approximately CNY 300 million with CNY 108 million in bad debt provisions, goodwill original book value of CNY 347 million with CNY 342 million in impairment provisions, short-term borrowings decreasing from CNY 75 million to CNY 10 million, and CNY 50.93 million in provisions for liabilities due to risks related to properties acquired in lieu of debt - Accounts receivable book balance at period-end was CNY 299 million, with bad debt provisions of CNY 108 million, resulting in a book value of CNY 192 million[263] - Goodwill original book value totaled CNY 347 million, with accumulated impairment provisions of CNY 342 million, resulting in a period-end book value of CNY 4.3085 million[297][298] - Short-term borrowings significantly decreased from CNY 75 million at the beginning of the year to CNY 10 million[310] - Provisions for liabilities of CNY 50.9279 million were made due to pending lawsuits, primarily related to properties acquired in lieu of debt[325]