迪森股份(300335) - 2022 Q4 - 年度财报(更正)

Company Profile and Key Financial Indicators Company Basic Information This chapter provides Guangzhou Devotion Thermal Technology Co., Ltd.'s fundamental business registration details, including its Chinese and English names, stock code, legal representative, registered and office addresses, and contact information | Item | Information | | :--- | :--- | | Stock Abbreviation | Devotion Group | | Stock Code | 300335 | | Chinese Name | 广州迪森热能技术股份有限公司 | | Legal Representative | Ma Ge | | Registered Address | No. 42, Dongzhong Road, East District, Guangzhou Economic and Technological Development Zone | | Company Website | www.devotiongroup.com | Key Accounting Data and Financial Indicators In 2022, the company achieved operating revenue of RMB 1.143 billion, a year-on-year decrease of 8.49%, while net profit attributable to shareholders significantly increased by 182.77% to RMB 70.88 million, successfully turning losses into profits, with operating cash flow reaching RMB 230.9 million and total assets and net assets showing slight growth | Indicator | 2022 | 2021 (Adjusted) | YoY Change | | :--- | :--- | :--- | :--- | | Operating Revenue (RMB) | 1,143,053,013.77 | 1,249,123,632.70 | -8.49% | | Net Profit Attributable to Shareholders (RMB) | 70,877,549.69 | -85,628,426.92 | 182.77% | | Non-recurring Net Profit Attributable to Shareholders (RMB) | -53,796,075.71 | -114,751,414.90 | 53.12% | | Net Cash Flow from Operating Activities (RMB) | 230,902,632.57 | 110,596,446.05 | 108.78% | | Basic Earnings Per Share (RMB/share) | 0.18 | -0.24 | 175.00% | | Weighted Average Return on Net Assets | 4.66% | -5.96% | 10.62% | | Total Assets (RMB) | 3,081,685,685.94 | 3,023,436,586.64 | 1.93% | | Net Assets Attributable to Shareholders (RMB) | 1,903,370,458.31 | 1,357,597,563.81 | 40.20% | Non-Recurring Gains and Losses and Amounts In 2022, the company's non-recurring gains and losses totaled RMB 125 million, significantly impacting current net profit and being a key factor in turning losses into profits, primarily driven by non-current asset disposal gains, fair value changes in investment properties, and government subsidies | Item | 2022 Amount (RMB) | 2021 Amount (RMB) | | :--- | :--- | :--- | | Gains/Losses on Disposal of Non-current Assets | 77,012,908.79 | -1,061,175.03 | | Government Subsidies Recognized in Current P&L | 22,758,342.15 | 13,012,992.52 | | Gains/Losses from Fair Value Changes of Investment Properties Measured at Fair Value | 54,533,008.68 | 660,024.98 | | Other Non-operating Income and Expenses | 12,599,655.70 | 11,363,745.74 | | Total | 124,673,625.40 | 29,122,987.98 | Management Discussion and Analysis Industry Overview Driven by 'dual carbon' policies, the company's industry is undergoing profound transformation, with strong demand in new energy equipment, a shift towards retail and high-efficiency products in the wall-hung boiler market, significant opportunities for heat pumps, and deep integration of industrial internet with the energy sector - The photovoltaic industry continued to grow, with China's new installed capacity reaching 87.41 GW in 2022, a 59.3% year-on-year increase, driving demand for upstream core equipment like PV crystal growth furnaces[19] - The lithium battery market saw strong demand, with China's lithium battery shipments reaching 655 GWh in 2022, a 100% year-on-year increase, primarily driven by power and energy storage batteries, boosting demand for lithium battery equipment[20] - The heat pump market experienced explosive demand in Europe, with sales growing by 37% in 2022, and China, leveraging its supply chain advantages, saw a 48.8% year-on-year increase in air source heat pump exports, becoming a significant growth driver[22][23] - The industrial internet industry scale continued to expand, projected to reach RMB 4.45 trillion in 2022, with the company entering through an 'Industrial Internet + Energy' model, focusing on digital energy saving and emission reduction in the energy and power sector[23][24] Principal Businesses The company positions itself as a 'clean energy integrated service provider,' with its main businesses spanning new energy and clean energy application equipment, clean energy investment and operation, and smart comfortable home manufacturing and services, maintaining its core business focus for both B2B and B2C clients - B2B Equipment: Providing clients with new energy equipment such as PV equipment structural components and lithium battery equipment, as well as clean energy equipment like autoclaves and various boilers[26] - B2B Operations: Offering clean energy investment and operation services, including heating, cooling, and electricity, to industrial and commercial users through BOT and BOO models, with 21 operational projects by the end of the period[28] - C2C Products and Services: Centered around five elements—cooling, heating, ventilation, water, and intelligence—providing smart comfortable home system solutions such as wall-hung boilers, heat pumps, fresh air systems, and water purification through its 'Little Squirrel' and 'Loyalty' brands for household users[28][29] Analysis of Core Competencies The company's core competencies are rooted in its strong R&D capabilities, extensive industry experience, comprehensive marketing services, and established brand advantages, supported by 437 intellectual property rights and leadership in industry standard setting - The company possesses strong technological R&D capabilities, holding 437 intellectual property rights by the end of 2022, including 66 invention patents, with 88 new authorized IP rights added during the reporting period[32] - The company is deeply involved in industry standard setting, leading or participating in the drafting of 42 HVAC industry standards and 9 energy equipment product standards, establishing its leading technological position in the industry[31][32] - The company owns several well-known industry brands such as 'Devotion,' 'Little Squirrel,' and 'Loyalty,' and has received numerous honors including the 'National Science and Technology Progress Award' and 'China Patent Excellence Award,' demonstrating significant brand advantages[38] - The company has established a nationwide marketing and service network and a five-star after-sales service system, and developed the DIOT IoT system to enable remote equipment monitoring and rapid response, enhancing service levels[38] Analysis of Main Business Operations In 2022, the company achieved a turnaround with net profit increasing by 182.77% despite a challenging macro environment, driven by breakthroughs in new energy equipment, successful heat pump product line development and EU certification, enhanced profitability in wall-hung boilers through channel reform, and strengthened digital capabilities via the acquisition of Devotion Digital - New energy equipment business made significant progress, successfully developing product lines such as crystal furnace structural components and lithium battery equipment, and has been introduced to several leading industry clients, becoming the company's second growth curve[40] - Heat pump business rapidly completed its product line and successfully passed EU certification, laying a solid foundation for entering overseas markets, with expected performance contributions in 2023[40] - Wall-hung boiler business successfully underwent channel reform, increasing the proportion of retail channel sales revenue, which drove gross margin growth and enhanced profitability[41] - Completed the acquisition of Devotion Digital, precisely addressing the industrial internet shortfall, and enhancing overall efficiency by digitally empowering businesses such as heat pumps and thermal energy operations[41] | Business Segment | 2022 Operating Revenue (RMB) | Share of Total Revenue | YoY Change | | :--- | :--- | :--- | :--- | | Clean Energy Investment & Operations (B2B Operations) | 592,739,361.20 | 51.86% | -11.15% | | New Energy & Clean Energy Application Equipment (B2B Equipment) | 200,435,902.46 | 17.54% | 1.77% | | Smart Comfortable Home Manufacturing & Services (C2C Products & Services) | 334,715,975.20 | 29.28% | -9.64% | Analysis of Assets and Liabilities As of the end of 2022, the company's total assets increased by 1.93% to RMB 3.082 billion, with investment properties significantly rising by 71.38% to RMB 470 million due to the completion of the Devotion Incubation Park project, while short-term borrowings decreased by 51.99% to RMB 95 million and long-term borrowings increased by 68.36% to RMB 201 million due to the incubation park mortgage | Key Asset & Liability Items | 2022 Year-end (RMB) | 2022 Year-start (RMB) | Explanation of Change | | :--- | :--- | :--- | :--- | | Investment Properties | 470,221,726.49 | 274,377,466.71 | Primarily due to the completion and delivery of the Devotion Incubation Park project, increasing construction costs | | Construction in Progress | 1,694,708.17 | 35,355,845.18 | Primarily due to the completion of Phase II of the Incubation Park | | Short-term Borrowings | 95,103,884.70 | 198,084,981.74 | Primarily due to repayment of short-term bank loans | | Long-term Borrowings | 201,307,309.73 | 119,567,014.98 | Primarily due to increased long-term borrowings for the Incubation Park mortgage | - As of the end of the reporting period, the company had RMB 577 million in restricted assets, primarily comprising investment properties pledged for borrowings (RMB 438 million) and endorsed accounts receivable that had not been derecognized (RMB 80 million)[69] Analysis of Investment Status During the reporting period, the company's total investment amounted to RMB 194 million, a 6.45% year-on-year increase, with significant non-equity investment in the 'Devotion Incubation Park Project' totaling RMB 131 million for the period, and the company also engaged in foreign exchange and copper futures hedging to mitigate market risks, while reallocating RMB 250 million of convertible bond proceeds to permanently supplement working capital for business transformation - The significant construction project 'Devotion Incubation Park Project' received an investment of RMB 131 million during the reporting period, with cumulative investment reaching RMB 271 million, and the project progress reached 96.80%, remaining in the construction phase[70] - The company engaged in foreign exchange and copper futures hedging to mitigate exchange rate and raw material price fluctuation risks, generating actual investment income of RMB 0.7225 million during the reporting period[75] - The company changed the use of a portion of the proceeds from its 2019 publicly issued convertible bonds, reallocating the remaining RMB 250 million originally planned for two expansion projects to permanently supplement working capital, supporting the company's strategic transformation and business innovation development[80][81][82][88] Outlook on Company's Future Development The company will continue its 'clean energy integrated service provider' strategy, leveraging 'dual carbon' opportunities for transformation, focusing on five key areas for 2023: expanding new energy equipment, developing 'heat pump+' multi-energy coupling products, accelerating overseas market expansion, strengthening wall-hung boiler retail and maintenance services, and deepening digital empowerment, while also addressing risks related to macro environment, goodwill impairment, raw material price fluctuations, and new business expansion - Strategic Positioning: Based on 'building smart energy and creating an ecological economy,' promoting B2B business towards new energy equipment manufacturing and smart energy management, and developing C2C business to create green and low-carbon living environments[93] - 2023 Operating Plan: - New Energy Equipment: Focus on crystal furnace structural components and lithium battery equipment businesses, serving strategic clients, and creating a second growth point - Heat Pump Business: Innovate 'heat pump + wall-hung boiler/boiler' multi-energy coupling models and develop smart control systems - Overseas Markets: Prioritize breakthroughs in overseas heat pump markets and plan for clean energy equipment exports - Mature Businesses: Advance the wall-hung boiler retail market and leverage existing customer advantages to expand maintenance services - Digitalization: Strengthen digital technology empowerment and promote mature digital energy-saving solutions[94][95][96] - Key Risks: The company faces uncertainties in the macro environment, goodwill impairment risk of RMB 299 million, raw material price fluctuation risk, and risks associated with unfavorable new business expansion[97][100] Corporate Governance Overview of Corporate Governance During the reporting period, the company operated in strict compliance with relevant laws and regulations, establishing a sound corporate governance structure comprising the Shareholders' Meeting, Board of Directors, Supervisory Committee, and management, with clear responsibilities and no significant discrepancies from regulatory requirements - The company has established a scientific decision-making governance structure comprising the Shareholders' Meeting, Board of Directors, Supervisory Committee, and management, with four specialized committees under the Board[103][104] - The actual corporate governance situation does not materially differ from the 'Company Law' and relevant regulations of the China Securities Regulatory Commission[105] Directors, Supervisors, and Senior Management This chapter details the basic information, shareholding changes, professional experience, and remuneration of the company's directors, supervisors, and senior management, noting the completion of board and supervisory committee re-elections and the appointment of a new CFO during 2022, with total pre-tax remuneration for these personnel amounting to RMB 6.426 million - During the reporting period, the company completed the re-election of its Board of Directors and Supervisory Committee, with Mr. Chang Houchun elected as the Chairman of the Eighth Board of Directors[112] - Mr. Dai Xiaopeng, the company's CFO, resigned on September 30, 2022, due to personal reasons, and Ms. Yue Yan was appointed as the new CFO[112] | Name | Position | 2022 Total Pre-tax Remuneration (RMB 10,000) | | :--- | :--- | :--- | | Chang Houchun | Chairman | 74.8 | | Li Zuqin | Vice Chairman | 82.32 | | Ma Ge | Director, General Manager | 79.57 | | Geng Shengbin | Director, Deputy General Manager | 72.08 | | Total | -- | 642.60 | Profit Distribution The company's 2022 profit distribution plan proposes a cash dividend of RMB 1.20 (tax inclusive) per 10 shares to all shareholders, based on a total share capital of 477,012,388 shares after deducting repurchased shares, totaling RMB 57,241,486.56, with no bonus shares or capital reserve conversions, aligning with company articles and regulations | Item | Content | | :--- | :--- | | Dividend per 10 shares (RMB) (tax inclusive) | 1.20 | | Bonus shares per 10 shares (shares) | 0 | | Capitalization issue per 10 shares (shares) | 0 | | Share capital base for distribution plan (shares) | 477,012,388 | | Cash dividend amount (RMB) (tax inclusive) | 57,241,486.56 | Environmental and Social Responsibility Environmental Protection The company and its subsidiaries are key pollutant-emitting entities, adhering to environmental laws, holding necessary permits, and implementing measures for waste gas and wastewater discharge, with emergency plans and self-monitoring in place, paying RMB 0.2996 million in environmental taxes in 2022, though Chengdu Century New Energy Co., Ltd. received an administrative penalty for insufficient monitoring, which is being rectified - The company's subsidiaries, including Chengdu Century New Energy, Meizhou Devotion, Hangzhou Dida, and Sanmenxia Maosen, are key pollutant-emitting entities, with major pollutants being exhaust gas (nitrogen oxides, particulate matter, sulfur dioxide) and wastewater[145][146][148] - All subsidiaries have formulated emergency plans for environmental incidents and commissioned third-party organizations for environmental monitoring to ensure pollutant discharge meets standards[154][155] - During the reporting period, Chengdu Century New Energy Co., Ltd. received an administrative penalty of RMB 44,700 and was required to rectify issues related to insufficient testing frequency and online monitoring system installation[156] Significant Matters Fulfillment of Commitments During the reporting period, the company, its actual controllers, shareholders, and other related parties strictly adhered to all commitments made during asset restructuring, initial public offerings, and refinancing activities, including avoiding horizontal competition, regulating related party transactions, and using raised funds, with no violations found - The company's actual controllers, Chang Houchun, Li Zuqin, and Ma Ge, strictly fulfilled their long-term effective commitments regarding avoiding horizontal competition and regulating related party transactions[161][162] - The company and related parties complied with commitments regarding the use of convertible bond proceeds during the reporting period, with no violations found[162][165] Significant Asset and Equity Disposals During the reporting period, the company sold 100% equity of its controlled subsidiary, Wuxue Ruihua Devotion New Energy Technology Co., Ltd., to Wuxue City Urban Investment Development Group Co., Ltd. for RMB 90 million, aiming to optimize asset structure and reallocate resources in line with its overall development strategy, contributing 65.51% of net profit to the company | Equity Sold | Transferee | Disposal Date | Transaction Price (RMB 10,000) | Net Profit Contributed to Listed Company (RMB 10,000) | | :--- | :--- | :--- | :--- | :--- | | 100% Equity of Wuxue Ruihua Devotion New Energy Technology Co., Ltd. | Wuxue City Urban Investment Development Group Co., Ltd. | 2022-09-30 | 9,000 | 43.61 (From beginning of period to disposal date) | Significant Related Party Transactions During the reporting period, the company engaged in several significant related party transactions, including acquiring 85% equity of Devotion Digital and related partnership interests for a total of RMB 9.7 million to strengthen its industrial internet business, co-investing with related parties to establish Guangzhou Senmao Smart Energy Technology Co., Ltd., and transferring certain creditor's rights to a related party - The company acquired 85% equity of Devotion Digital held by a related party for RMB 8.5 million and 80% of the partnership interest in Qixiang (Guangzhou) Management Consulting Partnership (Limited Partnership) for RMB 1.2 million to enhance its digital capabilities[178] - The company, along with controlling shareholders Chang Houchun, Li Zuqin, and Ma Ge, co-invested to establish the associate company 'Guangzhou Senmao Smart Energy Technology Co., Ltd.,' primarily engaged in industrial energy storage electric heating system business[179] - Wholly-owned subsidiary Suzhou Devotion transferred its creditor's rights and interest in Jianglexian Jishan Energy Saving Technology Co., Ltd. to the company's controlling shareholder, totaling RMB 10.7826 million, and has received the full transfer amount[183] Share Changes and Shareholder Information Share Changes During the reporting period, the company's total share capital significantly increased from 373 million shares to 487 million shares due to the conversion of 114 million shares from convertible bonds, with minor adjustments between restricted and unrestricted shares resulting from the re-calculation of executive lock-up shares due to board and supervisory committee re-elections - During the reporting period, holders of the company's convertible bonds converted a total of 114,162,378 shares, increasing the company's total share capital from 372,950,010 shares to 487,112,388 shares[197][198] Shareholders and Actual Controllers As of the end of the reporting period, the company had 26,843 common shareholders, with Chang Houchun, Li Zuqin, and Ma Ge as the actual controllers and concerted parties, collectively holding 25.49% of the shares, and no change in controlling shareholder or actual controller occurred - The company's actual controllers are Chang Houchun, Li Zuqin, and Ma Ge, who are concerted parties and collectively hold 25.49% of the company's shares[203][211] | Shareholder Name | Shareholding Percentage | Number of Shares Held (shares) | | :--- | :--- | :--- | | Chang Houchun | 10.45% | 50,919,599 | | Li Zuqin | 8.19% | 39,907,935 | | Ma Ge | 5.76% | 28,040,059 | | Zhou Shuang | 2.74% | 13,328,600 | | Zhou Yuguang | 1.75% | 8,527,901 | Bond-Related Information Convertible Corporate Bonds During the reporting period, the company's 'Devotion Convertible Bonds' triggered a conditional redemption clause, leading to the company exercising its early redemption right, with the bonds ceasing conversion on September 23, 2022, and delisting from the Shenzhen Stock Exchange on October 10, 2022, after the conversion price was adjusted from RMB 6.89/share to RMB 4.58/share, resulting in cumulative conversions of RMB 593.51 million - The 'Devotion Convertible Bonds' triggered a conditional redemption clause, leading the company to decide on early redemption, which was completed with delisting on October 10, 2022[218][423] - Prior to redemption, on May 17, 2022, the company revised the conversion price of the 'Devotion Convertible Bonds' downwards from RMB 6.89/share to RMB 4.58/share[218] - As of delisting, the cumulative conversion amount was RMB 593.51 million, with a cumulative conversion quantity of 124,195,743 shares[221] Financial Report Audit Report Lixin Certified Public Accountants issued a standard unqualified audit opinion on the company's 2022 financial statements, confirming their fair presentation in all material respects in accordance with enterprise accounting standards, with key audit matters identified as 'revenue recognition' and 'recoverability of receivables' - The audit opinion type is a standard unqualified opinion[222] - Key audit matters include: 1. Revenue Recognition: Due to its nature as a key performance indicator and involvement of significant management judgment 2. Recoverability of Receivables: Due to the material balance of accounts receivable and the significant judgment involved in assessing impairment provisions[225][226][227] Financial Statements This chapter provides the company's 2022 consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity, showing total assets of RMB 3.082 billion, total liabilities of RMB 1.042 billion, and attributable owners' equity of RMB 1.903 billion, with full-year operating revenue of RMB 1.143 billion and attributable net profit of RMB 70.88 million | Consolidated Balance Sheet (2022-12-31) | Amount (RMB) | | :--- | :--- | | Total Assets | 3,081,685,685.94 | | Total Liabilities | 1,042,346,100.56 | | Total Owners' Equity Attributable to Parent Company | 1,903,370,458.31 | | Consolidated Income Statement (2022) | Amount (RMB) | | :--- | :--- | | Total Operating Revenue | 1,143,053,013.77 | | Operating Profit | 134,453,563.59 | | Total Profit | 145,454,190.86 | | Net Profit Attributable to Parent Company Shareholders | 70,877,549.69 | | Consolidated Cash Flow Statement (2022) | Amount (RMB) | | :--- | :--- | | Net Cash Flow from Operating Activities | 230,902,632.57 | | Net Cash Flow from Investing Activities | -50,627,368.42 | | Net Cash Flow from Financing Activities | -67,963,469.09 | | Net Increase in Cash and Cash Equivalents | 112,548,445.39 | Notes to Consolidated Financial Statements This chapter provides detailed explanations of key items in the consolidated financial statements, highlighting that RMB 24.72 million of monetary funds are restricted, accounts receivable impairment provision is RMB 50.63 million, goodwill's original book value is RMB 309 million with no impairment found, and investment properties' fair value is RMB 470 million, generating RMB 54.53 million in fair value change gains for the period - The year-end monetary fund balance was RMB 531 million, of which RMB 24.7193 million was restricted due to deposits or litigation freezes[332][333] - The year-end book balance of accounts receivable was RMB 390 million, with an impairment provision of RMB 50.6306 million, resulting in a book value of RMB 339 million[340] - The original book value of goodwill was RMB 309 million, with RMB 299 million arising from the acquisition of Chengdu Century New Energy Co., Ltd. No goodwill impairment was identified during the reporting period after impairment testing[389][390][392] - Investment properties measured at fair value had a year-end balance of RMB 470 million, with fair value change gains of RMB 54.5330 million recognized for the current period[376]