兴化股份(002109) - 2016 Q4 - 年度财报

Important Notice, Table of Contents, and Definitions The board of directors, supervisory board, and senior management guarantee the truthfulness, accuracy, and completeness of the annual report content - The company's board of directors, supervisory board, and senior management guarantee the truthfulness, accuracy, and completeness of the annual report, with no false records, misleading statements, or major omissions[3] - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the 2016 fiscal year[5] - The reporting period refers to January 1, 2016, to December 31, 2016[10] Company Profile and Key Financial Indicators This section provides an overview of the company's basic information, registration changes, and key financial performance for 2016 Company Basic Information This chapter provides the company's basic registration information, contact details, and information disclosure channels, with stock code 002109 Company Basic Information | Item | Content | | :--- | :--- | | Stock Abbreviation | *ST Xinghua | | Stock Code | 002109 | | Listing Exchange | Shenzhen Stock Exchange | | Company Full Chinese Name | Shaanxi Xinghua Chemical Co., Ltd. | | Legal Representative | Chen Tuanzhu | | Registered Address | Xingping City, Shaanxi Province | Registration Changes During the reporting period, the company completed a major asset restructuring, changing its main business and controlling shareholder - In November 2016, the company completed a major asset restructuring, transforming its main business from ammonium nitrate production and sales to the production and operation of chemical products such as synthetic ammonia, methanol, methylamine, and DMF[16] - Following the major asset restructuring, Yanchang Group directly and indirectly held a total of 69.37% of the company's equity, becoming the new controlling shareholder[16] Key Accounting Data and Financial Indicators In 2016, the company achieved 2.038 billion yuan in revenue, a 11.01% decrease, and a net profit of 28.08 million yuan, turning losses into profits 2016 Key Financial Indicators (Restated) | Indicator | 2016 | 2015 (Restated) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Operating Revenue (yuan) | 2,037,593,757.03 | 2,289,748,525.06 | -11.01% | | Net Profit Attributable to Shareholders of Listed Company (yuan) | 28,082,357.45 | -144,455,398.43 | 119.44% | | Net Cash Flow from Operating Activities (yuan) | 213,391,064.75 | -124,351,062.57 | 271.60% | | Basic Earnings Per Share (yuan/share) | 0.0400 | -0.2058 | 119.44% | | Weighted Average Return on Net Assets | 0.73% | -12.66% | Increased by 13.39 percentage points | | Total Assets (yuan) | 4,439,175,497.76 | 6,371,685,938.19 | -30.33% | | Net Assets Attributable to Shareholders of Listed Company (yuan) | 3,122,480,821.88 | 3,959,718,659.71 | -21.14% | - Due to the asset restructuring constituting a business combination under common control, the company restated financial statement data for the opening and comparative periods[19] Quarterly Key Financial Indicators The company incurred a loss in Q1 2016 but achieved profitability from Q2 onwards, with significant profit growth in Q4 2016 Quarterly Financial Indicators (Unit: yuan) | Indicator | Q1 | Q2 | Q3 | Q4 | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 353,642,937.59 | 629,733,768.59 | 528,163,975.27 | 526,053,075.58 | | Net Profit Attributable to Shareholders of Listed Company | -66,148,321.49 | 28,736,513.86 | 10,255,318.65 | 55,238,846.43 | Non-Recurring Gains and Losses Items and Amounts In 2016, total non-recurring gains and losses amounted to 87.29 million yuan, primarily from a business combination and government grants 2016 Major Non-Recurring Gains and Losses Items (Unit: yuan) | Item | 2016 Amount | | :--- | :--- | | Government Grants | 55,652,928.58 | | Net Profit/Loss of Subsidiaries from Beginning of Period to Acquisition Date Arising from Business Combination Under Common Control | 59,445,298.39 | | Enterprise Restructuring Expenses | -8,297,809.78 | | Net Other Non-Operating Income and Expenses | -10,641,986.52 | | Total | 87,287,838.99 | Company Business Overview This section outlines the company's main business, products, operating model, and core competitive advantages after the restructuring Main Business, Products, and Operating Model Post-restructuring, the company's main business is the production and sale of synthetic ammonia, methanol, methylamine, and DMF, driven by cost control and market expansion - The company's subsidiary, Xinghua Chemical, primarily produces and sells synthetic ammonia, methanol, methylamine, and DMF, widely used in fertilizers, pharmaceuticals, pesticides, and chemical raw materials[28] - The company's core operating model focuses on "controlling both ends and strengthening the middle," meaning managing procurement costs, expanding market sales, and optimizing production to reduce costs[32] Core Competitiveness Analysis The company's core competitiveness stems from its geographical proximity to coal, integrated utilization of processes, experienced management, and strong brand - Geographical advantage: The company is located near coal production areas, resulting in short coal procurement distances and significant cost advantages[36] - Integrated utilization advantage: Process optimization enables complementary synthetic ammonia and methanol processes and material recycling, effectively reducing production costs[36][37] - Management and brand advantage: The company possesses over fifty years of industry management experience and leverages its Fortune Global 500 controlling shareholder, Yanchang Group, to enhance management and brand image[32][38] Management Discussion and Analysis This section discusses the company's operating performance, main business analysis, and future development outlook, including key risks Operating Overview In 2016, the company transformed its main business from ammonium nitrate to coal chemical products through a major asset restructuring, achieving profitability - The company's original ammonium nitrate business faced continuous depression due to overcapacity, weak demand, and stricter regulations, while the cancellation of preferential electricity policies for fertilizers increased cost pressure[41] - The company completed a major asset restructuring in 2016, injecting 100% equity of Xinghua Chemical, successfully transforming its main business[42][44][45] 2016 Performance Post-Restructuring | Indicator | Amount | | :--- | :--- | | Operating Revenue | 2.038 billion yuan | | Total Profit | 63.58 million yuan | | Net Profit Attributable to Parent Company | 28.08 million yuan | | Basic Earnings Per Share | 0.04 yuan | Main Business Analysis In 2016, operating revenue decreased by 11.01% to 2.038 billion yuan, with chemical industry revenue dominating, while financial expenses significantly decreased 2016 Operating Revenue Composition (by Product) | Product | Revenue Amount (yuan) | Proportion of Operating Revenue | | :--- | :--- | :--- | | Ammonium Nitrate | 533,876,159.86 | 26.20% | | Liquid Ammonia | 454,201,378.99 | 22.29% | | Dimethylformamide | 309,786,213.89 | 15.20% | | Methanol | 301,364,164.67 | 14.79% | | Mixed Amine | 138,986,317.16 | 6.82% | - Financial expenses significantly decreased by 68.56% year-on-year, primarily because Yanchang Group injected 2.9 billion yuan into the subsidiary in December 2015 to repay borrowings, reducing interest expenses in 2016[60] - Net cash flow from operating activities increased by 271.60% year-on-year, mainly due to improved operating performance, collection of accounts receivable, and changes in the scope of consolidated business[63][64] Outlook on Company's Future Development The company aims for 1.428 billion yuan in revenue and 146 million yuan in total profit in 2017, while facing various industry and operational risks - 2017 operating targets: achieve operating revenue of 1.428 billion yuan and total profit of 146 million yuan[76] - Key risks faced by the company include: - Economic cycle fluctuations and industry policy risks - High customer concentration risk - Production safety and environmental protection risks - Raw material (coal) price fluctuation risk - Product sales price fluctuation risk - Significant proportion of related party transactions risk[77][78][79] Significant Events This section covers the company's profit distribution, fulfillment of commitments, changes in accounting policies, consolidation scope, and significant related party transactions Profit Distribution The company has not distributed profits for three consecutive years (2014-2016) due to negative parent company cash flow and unmitigated subsidiary losses - The company has not distributed profits for three consecutive years (2014-2016)[83][84][85] - The main reasons for no dividend distribution in 2016 are the parent company's negative cash flow and inability to distribute dividends, and the subsidiary's historical losses not yet fully offset[85][86][87] Fulfillment of Commitments All commitments related to the major asset restructuring, including Yanchang Group's profit guarantee for Xinghua Chemical, are being fulfilled - Yanchang Group committed that Xinghua Chemical's guaranteed net profits for 2016, 2017, and 2018 would be no less than 80 million yuan, 108 million yuan, and 108 million yuan, respectively[90] - In 2016, Xinghua Chemical achieved an actual net profit of 121 million yuan, fulfilling its performance commitment for the year[98] Changes in Accounting Policies and Estimates The company changed accounting estimates for fixed asset depreciation and residual value from April 1, 2016, increasing net profit by 64.34 million yuan - The company changed accounting estimates for depreciation periods and residual values of certain fixed assets, which reduced accumulated depreciation by 78.10 million yuan and increased net profit attributable to the parent company by 64.34 million yuan in the 2016 consolidated financial statements[100] Changes in Consolidation Scope Due to a major asset restructuring, the company's consolidation scope changed, with two subsidiaries removed and Xinghua Chemical added and restated - Due to asset swap, Shaanxi Xingfu Fertilizer Co., Ltd. and Xinghua Shares (Jiangxi) Chemical Co., Ltd. were no longer included in the consolidation scope from November 2016[102][75] - Due to asset swap, Shaanxi Yanchang Petroleum Xinghua Chemical Co., Ltd. was included from November 2016, with comparative period data restated as a business combination under common control[102][57] Significant Related Party Transactions The company engaged in significant asset swap and equity transfer transactions with Yanchang Group, alongside ongoing related party transactions in operations and financial services - The company swapped assets with a book value of 1.003 billion yuan with Yanchang Group for Xinghua Chemical equity, valued at 1.087 billion yuan[113] - The company transferred its 1% equity in Shaanxi Yanchang Petroleum Finance Co., Ltd. to controlling shareholder Yanchang Group for 13.20 million yuan, realizing an investment gain of 3.20 million yuan[114] - The company held bank deposits with related party Shaanxi Yanchang Petroleum Finance Co., Ltd., with an ending balance of 109 million yuan[118] Share Changes and Shareholder Information This section details changes in the company's share capital and shareholder structure, including the new controlling shareholder after the major asset restructuring Share Changes Due to a major asset restructuring, the company issued 343,563,193 new shares, increasing total share capital from 358.4 million to 701.96 million shares - Due to the major asset restructuring, the company issued 338,637,570 shares to Yanchang Group and 4,925,623 shares to Shaanxi Blower Group[143] Changes in Total Share Capital Before and After Share Changes | Item | Before Change | After Change | | :--- | :--- | :--- | | Total Share Capital (shares) | 358,400,000 | 701,963,193 | | Restricted Shares (shares) | 0 | 491,878,986 | | Unrestricted Shares (shares) | 358,400,000 | 210,084,207 | Shareholders and Actual Controller Information At the end of the reporting period, the company had 19,975 shareholders, with Yanchang Group becoming the new controlling shareholder, while the actual controller remained Shaanxi SASAC - On December 23, 2016, the company's controlling shareholder changed from Shaanxi Xinghua Group Co., Ltd. to Shaanxi Yanchang Petroleum (Group) Co., Ltd.[155] - The company's actual controller remained unchanged, still being the Shaanxi Provincial People's Government State-owned Assets Supervision and Administration Commission[149][156] Top Two Shareholders' Holdings | Shareholder Name | Shareholding Percentage | Number of Shares Held | | :--- | :--- | :--- | | Shaanxi Yanchang Petroleum (Group) Co., Ltd. | 48.24% | 338,637,570 | | Shaanxi Xinghua Group Co., Ltd. | 21.13% | 148,315,793 | Preferred Shares Information This section confirms that the company had no preferred shares during the reporting period Preferred Shares During the reporting period, the company had no preferred shares - The company had no preferred shares during the reporting period[162] Directors, Supervisors, Senior Management, and Employees This section provides information on the holdings and remuneration of directors, supervisors, and senior management, as well as overall employee statistics Changes in Holdings of Directors, Supervisors, and Senior Management During the reporting period, the holdings of all directors, supervisors, and senior management remained unchanged at zero - During the reporting period, the ending shareholdings of all company directors, supervisors, and senior management were 0[164][165] Remuneration of Directors, Supervisors, and Senior Management In 2016, the company paid a total of 1.43 million yuan (pre-tax) in remuneration to its directors, supervisors, and senior management - The total remuneration for the company's directors, supervisors, and senior management during the reporting period was 1.43 million yuan[176] Employee Information As of the end of the reporting period, the company had 746 employees, with production personnel being the largest group and approximately 45% holding bachelor's degrees or higher Employee Count and Composition | Category | Number of People | | :--- | :--- | | Total Employees | 746 | | Professional Composition | | | Production Personnel | 611 | | Sales Personnel | 15 | | Technical Personnel | 37 | | Financial Personnel | 13 | | Administrative Personnel | 70 | | Educational Background | | | Postgraduate and Above | 3 | | Undergraduate | 331 | | Junior College | 238 | | Technical Secondary School and Below | 174 | Corporate Governance This section describes the company's corporate governance structure, adherence to regulations, and the independent performance of duties by its independent directors Basic Status of Corporate Governance The company's corporate governance structure complies with legal requirements, maintaining independence from its controlling shareholder in all key aspects - The company's corporate governance structure complies with relevant laws and regulations, with independent and balanced power, executive, and supervisory bodies, and clear responsibilities[182] - The company maintains independence from its controlling shareholder in business, personnel, assets, organization, and finance, possessing complete and independent business operations and autonomous management capabilities[183][185] Performance of Duties by Independent Directors During the reporting period, independent directors diligently attended all board meetings and provided independent opinions on significant matters without objection - During the reporting period, all three independent directors attended all 9 board meetings, with no absences[189] - Independent directors raised no objections to company matters, and their suggestions were all adopted by the company[189][190] Corporate Bonds Information This section confirms that the company had no outstanding corporate bonds during the reporting period Corporate Bonds During the reporting period, the company had no corporate bonds publicly issued and listed on a stock exchange that were unexpired or not fully redeemed - The company had no unexpired or unredeemed corporate bonds during the reporting period[200] Financial Report This section presents the company's audited financial statements for 2016, including the audit report, key financial statements, and detailed notes Audit Report Sigma Certified Public Accountants (Special General Partnership) issued a standard unqualified audit opinion on the company's 2016 financial report - The auditing firm, Sigma Certified Public Accountants (Special General Partnership), issued a standard unqualified audit opinion[202][205] Financial Statements This chapter presents the company's 2016 consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity Consolidated Balance Sheet Summary (Unit: yuan) | Item | Period-End Balance | Period-Beginning Balance | | :--- | :--- | :--- | | Total Assets | 4,439,175,497.76 | 6,371,685,938.19 | | Total Liabilities | 1,316,694,675.88 | 2,376,629,524.88 | | Total Equity Attributable to Parent Company Owners | 3,122,480,821.88 | 3,959,718,659.71 | Consolidated Income Statement Summary (Unit: yuan) | Item | Current Period Amount | Prior Period Amount | | :--- | :--- | :--- | | Total Operating Revenue | 2,037,593,757.03 | 2,289,748,525.06 | | Operating Profit | 18,573,265.54 | -331,064,959.31 | | Total Profit | 63,584,207.60 | -301,453,839.54 | | Net Profit Attributable to Parent Company Owners | 28,082,357.45 | -144,455,398.43 | Consolidated Cash Flow Statement Summary (Unit: yuan) | Item | Current Period Amount | Prior Period Amount | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 213,391,064.75 | -124,351,062.57 | | Net Cash Flow from Investing Activities | -3,697,101.23 | -31,668,426.17 | | Net Cash Flow from Financing Activities | -204,243,213.53 | 75,983,109.06 | | Net Increase in Cash and Cash Equivalents | 5,662,589.52 | -79,021,127.31 | Notes to Consolidated Financial Statements This chapter provides detailed explanations of key consolidated financial statement items, including cash, receivables, fixed assets, and short-term borrowings - The period-end cash and cash equivalents balance was 179.87 million yuan, of which 60 million yuan was restricted as bank acceptance bill deposits[323] - Among the top five accounts receivable balances at period-end, related parties Xinghua Group and Yanchang Group Refining & Chemical Company collectively accounted for 94.49% of total accounts receivable[339] - The decrease in non-current assets such as fixed assets, construction in progress, and intangible assets was primarily due to asset swaps in the major asset restructuring during the current period[390][407][413] Reference Documents Catalog This section lists the documents available for reference, including signed financial statements, audit reports, and public disclosures - Reference documents include financial statements signed by the legal representative, original audit reports, original copies of all publicly disclosed documents and announcements during the reporting period, available at the company's securities department[603]