融捷股份(002192) - 2015 Q4 - 年度财报

Part I Important Notice, Table of Contents, and Definitions 1.1 Important Notice and Definitions The company's board, supervisory board, and senior management ensure the annual report's accuracy, completeness, and truthfulness, while also highlighting risks and defining key terms - The company highlighted major operational risks, including the uncertainty of delisting warning removal, new energy development falling short of expectations, uncertainties in lithium mining operations, and risks in new smart e-schoolbag and lithium battery system businesses[6] - The company's 2015 profit distribution plan is to convert 5 shares for every 10 shares from capital reserves to all shareholders, with no cash dividends or bonus shares[6] - The report provides clear definitions for key terms such as the company name, major subsidiaries (e.g., Rongda Lithium, Dongguan Derui), and related parties (e.g., Rongjie Investment, Wuhu Tianyi)[11] Part II Company Profile and Key Financial Indicators 2.1 Company Basic Information Rongjie Co., Ltd. (*ST Rongjie, 002192) is listed on SZSE, with Rongjie Investment as controlling shareholder and Lyu Xiangyang, Zhang Changhong as actual controllers - In 2015, following a private placement, Rongjie Investment Holding Group Co., Ltd.'s shareholding increased to 23.59%, making it the controlling shareholder, with Lyu Xiangyang and Zhang Changhong becoming the actual controllers[17] - The company's main business underwent significant changes, largely completing the exit from asphalt business and adding new ventures in lithium battery equipment (acquiring Dongguan Derui), smart e-schoolbags (establishing Rongjie Ark), and lithium battery control systems (establishing Wuhu Tianliang)[17] 2.2 Key Accounting Data and Financial Indicators In 2015, the company turned profitable with a net profit attributable to shareholders of RMB 8.90 million, a 110.80% increase, despite a 51.13% revenue decrease due to asphalt business divestment 2015 Annual Key Financial Indicators | Indicator | 2015 | 2014 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Operating Revenue (RMB) | 232,451,228.88 | 475,668,899.32 | -51.13% | | Net Profit Attributable to Shareholders (RMB) | 8,903,994.53 | -82,461,627.44 | 110.80% | | Net Profit Attributable to Shareholders (Excluding Non-Recurring Items) (RMB) | 6,663,077.60 | -91,979,963.45 | 107.24% | | Net Cash Flow from Operating Activities (RMB) | 34,442,330.97 | 6,060,396.21 | 468.32% | | Basic Earnings Per Share (RMB/share) | 0.06 | -0.58 | 110.34% | | Weighted Average Return on Net Assets | 1.64% | -25.53% | Increased by 27.17 percentage points | | Total Assets (RMB) | 929,743,260.52 | 899,781,724.98 | 3.33% | | Net Assets Attributable to Shareholders (RMB) | 731,922,582.15 | 281,584,414.13 | 159.93% | - The company's performance showed a quarterly improvement trend, shifting from losses in the first and second quarters to profitability in the third and fourth quarters, with significantly enhanced profitability in Q4[23] - Total non-recurring gains and losses in 2015 amounted to RMB 2.2409 million, primarily from government subsidies, indicating the company's main business was profitable even after excluding these items[25] Part III Company Business Overview 3.1 Company's Main Businesses During the Reporting Period The company completed its business transformation, focusing on the lithium industry chain and expanding into smart e-schoolbags, while divesting asphalt assets - The company's strategic positioning and development plan center on the lithium industry chain, extending into new energy and new materials high-tech industries, with a layout covering lithium mining, lithium salt processing, lithium battery systems, and lithium battery equipment[28] - The company established new controlling subsidiaries to enter the e-schoolbag and lithium battery system sectors, expanding into new business areas and profit growth points[28] 3.1.1 Lithium Industry Chain The company's lithium industry chain covers mining, processing, equipment, and battery systems, with a high-quality lithium mine and leading equipment business - The company's wholly-owned subsidiary, Rongda Lithium, holds the mining rights for the Jajika spodumene mine (No. 134 vein) in Kangding, with 28.995 million tons of reserves and a licensed mining capacity of 1.05 million tons/year, representing a high-quality domestic lithium resource[32][35] - Due to land acquisition issues and earthquake impact, Rongda Lithium's production and operations have been fully suspended since the 2014 winter shutdown; the construction plan was adjusted to first upgrade the original beneficiation plant to 450,000 tons/year capacity, with the subsequent 600,000 tons/year capacity to be located elsewhere[34] - The controlling subsidiary Dongguan Derui, engaged in lithium equipment business, is a domestic leader in its niche, with its fully automated formation systems and other products at a first-class domestic technical level[41] - The company established a new controlling subsidiary, Wuhu Tianliang, to enter the lithium battery system field, planning to build a 4 GWh/year lithium-ion battery pack R&D and production base, which was in its first phase of construction during the reporting period[43] 3.1.2 Smart E-Schoolbag The company established Rongjie Ark with an affiliate to enter the smart e-schoolbag market, planning 3 million units/year with eye-friendly E-ink and flexible display technology - The company, in collaboration with an affiliated party, jointly invested in establishing Wuhu Rongjie Ark Smart Technology Co., Ltd., entering the R&D, manufacturing, and sales of smart e-schoolbag terminal products, with a planned annual production capacity of 3 million units[44] - The core technological advantages of the smart e-schoolbag products include the use of E-ink display screens, flexible TFT substrates, and color display technology, offering features such as eye protection, energy efficiency, bendability, and drop resistance[45] 3.2 Significant Changes in Major Assets Major asset changes include new subsidiaries (Rongjie Ark, Wuhu Tianliang), liquidation of asphalt business subsidiary, and significant shifts in cash, receivables, and inventory - Equity asset changes include the establishment of controlling subsidiaries Wuhu Rongjie Ark Smart Technology Co., Ltd. (51% stake) and Wuhu Tianliang Battery System Co., Ltd. (40% stake, but forming actual control), and the liquidation of former asphalt business subsidiary Liaoning Luxiang Transportation Technology Co., Ltd[46] Major Asset Item Changes | Major Asset | Significant Change Description | | :--- | :--- | | Monetary Funds | Increased by 43.18% year-on-year | | Notes Receivable | Increased by 144.47% year-on-year | | Prepayments | Decreased by 74.82% year-on-year | | Other Receivables | Decreased by 96.87% year-on-year | | Inventory | Increased by 63.03% year-on-year | | Other Non-Current Assets | Increased by 102.78% year-on-year | 3.3 Core Competitiveness Analysis The company's core competitiveness is strengthened by strong R&D in lithium equipment, core technology teams in new battery systems and e-schoolbags, and synergistic effects from related parties - Lithium equipment business: Controlling subsidiary Dongguan Derui possesses strong R&D capabilities, submitting 25 patent applications and obtaining 51 authorized patents during the reporting period, along with 7 software copyrights[48] - Lithium battery system business: The newly established Wuhu Tianliang has a core team and technology, benefiting from the technological inheritance and synergistic effects within the controlling shareholder's and related parties' industry chain[48] - Smart e-schoolbag business: The newly established Rongjie Ark possesses advantages in its core team, core technology, terminal market, and raw material procurement channels, leveraging industry chain synergy[48] Part IV Management Discussion and Analysis 4.1 Overview 2015 marked the company's successful business transformation, achieving profitability, advancing lithium projects, expanding into new sectors, and completing a private placement that changed control 2015 Annual Operating Performance | Indicator | 2015 Amount (RMB) | Year-on-Year Change | | :--- | :--- | :--- | | Total Operating Revenue | 232,451,228.88 | -51.13% | | Total Profit | 19,402,434.59 | +118.77% | | Net Profit | 15,940,089.67 | +120.49% | | Net Profit Attributable to Shareholders | 8,903,994.53 | +110.80% | - The company completed its 2014 private placement, improving its capital structure and resulting in Rongjie Investment becoming the controlling shareholder, with Lyu Xiangyang and Zhang Changhong becoming the actual controllers[52][59] - The lithium mining and processing business has not yet resumed production but completed a 450,000 tons/year technical upgrade; the lithium battery equipment business (Dongguan Derui) achieved RMB 128 million in revenue and RMB 26.05 million in net profit, meeting its performance commitments; new lithium battery system and e-schoolbag businesses are in the preparation phase[54][55][56][57] 4.2 Analysis of Main Business Main business revenue decreased by 51.27% to RMB 231 million due to asphalt business exit, with precision equipment and e-schoolbags becoming primary revenue sources - Significant changes in revenue, costs, expenses, R&D investment, and cash flow are primarily due to business transformation: divesting high-revenue, low-margin asphalt business, developing high-margin lithium equipment and e-schoolbag businesses, and repaying loans with private placement funds, significantly reducing financial expenses[62] Operating Revenue Composition (by Industry) | Industry | 2015 Amount (RMB) | Proportion of Operating Revenue | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Professional Asphalt Industry | 9,797,934.04 | 4.22% | -95.09% | | Precision Equipment Manufacturing Industry | 127,127,145.17 | 54.69% | 103.95% | | E-Schoolbag Industry | 58,354,700.99 | 25.10% | - | | Lithium Mining and Lithium Salt Processing | 36,056,989.65 | 15.51% | 100.00% (consolidated) | Expense Fluctuation | Expense Item | 2015 (RMB) | 2014 (RMB) | Year-on-Year Change | Primary Reason | | :--- | :--- | :--- | :--- | :--- | | Selling Expenses | 5,307,496.89 | 6,217,120.86 | -14.63% | Divestment of asphalt business, reduced transportation and warehousing costs | | Administrative Expenses | 55,131,568.53 | 74,127,095.70 | -25.63% | Divestment of asphalt business, reduced headcount, lower labor costs | | Financial Expenses | 11,204,035.41 | 42,167,334.71 | -73.43% | Repayment of bank loans with raised funds, significantly reduced interest expenses | - R&D investment amounted to RMB 8.098 million, a 100.64% year-on-year increase, accounting for 3.48% of operating revenue, primarily due to increased investment in lithium equipment manufacturing R&D by controlling subsidiary Dongguan Derui[84] - Net cash flow from operating activities was RMB 34.4423 million, a 468.32% year-on-year increase, mainly due to reduced expenditures after divesting the asphalt business and increased cash inflows from new businesses[86] 4.3 Analysis of Non-Core Business Non-core business significantly impacted 2015 profit, with non-operating income of RMB 8.216 million (42.34% of total profit) from government subsidies and VAT refunds, and asset impairment losses of -RMB 3.784 million due to improved receivables collection Non-Core Business Profit and Loss | Item | Amount (RMB) | Proportion of Total Profit | Reason for Formation | | :--- | :--- | :--- | :--- | | Asset Impairment | -3,783,742.83 | -19.50% | Increased efforts in accounts receivable collection, reduced provision for bad debts | | Non-Operating Income | 8,215,548.80 | 42.34% | Government subsidies and immediate VAT refunds received by Dongguan Derui | | Non-Operating Expenses | 408,395.76 | 2.10% | Loss on disposal of non-current assets by subsidiaries | 4.4 Analysis of Assets and Liabilities The company's asset-liability structure significantly improved post-private placement, with increased share capital and capital reserves, and substantial reductions in various debt categories - The company completed a private placement in 2015, using the raised funds to repay all bank loans and financial assistance, leading to a significant reduction in short-term loans, long-term loans, and other payables[92][93] - The private placement resulted in an increase in share capital by 2.83 percentage points, and the issuance premium formed capital reserves, causing capital reserves to increase by 43.50 percentage points of total assets[93] 4.5 Analysis of Investment Status Significant equity investments included new subsidiaries Wuhu Rongjie Ark (RMB 25.5 million, 51%) and Wuhu Tianliang (RMB 12 million, 40%), entering e-schoolbag and battery systems - The company established two new controlling subsidiaries: Wuhu Rongjie Ark Smart Technology Co., Ltd., with an investment of RMB 25.5 million and a 51% stake; and Wuhu Tianliang Battery System Co., Ltd., with an investment of RMB 12 million and a 40% stake; both companies are still under construction and incurred losses during the reporting period[96][97] - Major ongoing non-equity investment projects include the Jajika spodumene mine technical upgrade and expansion project, and the 4 GWh/year lithium-ion battery pack R&D and production base project, both in early construction stages and not yet generating revenue[99][100] - The company's 2015 private placement raised a net amount of RMB 440 million, of which RMB 420 million was used to repay bank loans and RMB 20.249 million to supplement working capital, with all funds fully utilized during the reporting period[103][104] 4.9 Outlook on Company's Future Development The company plans to focus on the lithium industry chain and smart education, leveraging its lithium mine resources and advanced e-schoolbag technology, while addressing risks like delisting and new business uncertainties - The company's development strategy centers on the lithium industry chain, vigorously developing the smart education industry, and extending into new energy and new materials high-tech industries[181] - The company faces major risks including the uncertainty of delisting risk warning removal, the risk of new energy development falling short of expectations, and uncertainties in lithium mining operations (e.g., relations with surrounding residents) and new businesses (lithium battery systems, e-schoolbags)[195][196][197][198][200][201] - The 2016 operating plan includes promoting the resumption of work and production at Rongda Lithium, advancing the commissioning and operation of Wuhu Tianliang and Rongjie Ark, initiating lithium salt project construction when appropriate, and utilizing the listed company platform for investment and financing activities[186][187][188] Part V Significant Matters 5.1 Profit Distribution and Capital Reserve to Share Capital Conversion The company revised its profit distribution policy, proposing a 10-for-5 stock split from capital reserves for 2015, with no cash dividends for the past three years - The 2015 profit distribution plan is to convert 5 shares for every 10 shares from capital reserves to all shareholders based on a total share capital of 173,103,469 shares, with no cash dividends[207][210] - The company has not distributed cash dividends for the past three years (2013, 2014, 2015)[207][209] 5.2 Fulfillment of Commitments Commitments related to major asset restructuring and private placement are ongoing; Rongda Lithium's performance commitment was delayed again due to force majeure, with the controlling shareholder providing compensation. Dongguan Derui met its 2015 performance target - Due to Rongda Lithium's continued non-resumption of production, its performance commitment from the major asset restructuring was again postponed by one year, with the 2015 commitment deferred to 2016[219][253][254] - As additional compensation for the performance commitment delay, controlling shareholder Rongjie Investment and Zhang Changhong pledged to provide interest-free financial assistance and guarantees to the company for the next three years (2016-2018) and to forgo participation in the listed company's cash dividends[254] - The net profit attributable to 65% equity of Dongguan Derui for 2015, after deducting non-recurring gains and losses, was RMB 14.7578 million, successfully meeting the performance commitment of RMB 14.3 million[219][220] 5.3 Significant Related Party Transactions Significant related party transactions included sales of lithium equipment to Wuhu Tianyi Energy (RMB 39.48 million) and e-ink screens to Huaxun Fangzhou (RMB 21.60 million), joint venture with Huaxun Fangzhou, and financial assistance from the controlling shareholder Major Daily Operating Related Party Transactions | Related Party | Related Transaction Content | Transaction Amount (RMB) | | :--- | :--- | :--- | | Wuhu Tianyi Energy Technology Co., Ltd. | Sales of lithium equipment | 39,482,895.71 | | Shenzhen Huaxun Fangzhou Technology Co., Ltd. | Sales of e-ink screens, e-schoolbags, etc. | 21,602,564.10 | | Wuhu Tianyi Energy Technology Co., Ltd. | Purchase of lithium battery cells | 19,541,000.00 | - The company jointly invested with affiliated party Shenzhen Huaxun Fangzhou Technology Co., Ltd. to establish Wuhu Rongjie Ark Smart Technology Co., Ltd[236][237] - The company borrowed funds from controlling shareholder Rongjie Investment, with an opening balance of RMB 162 million and an additional RMB 196.5 million in the current period, all of which were fully repaid within the reporting period[238] 5.4 Other Significant Matters Other significant matters include establishing new subsidiaries Rongjie Ark and Wuhu Tianliang, liquidating Liaoning Luxiang, and a major adjustment to Rongda Lithium's Jajika mine tech upgrade project due to force majeure - The construction plan for Rongda Lithium's Kangding Jajika spodumene mine 1.05 million tons/year mining and beneficiation technical upgrade project was adjusted due to force majeure events such as earthquakes; the provincial government approved the revised plan: building a 1.05 million tons/year mining site in the Tagong mining area, upgrading the original beneficiation plant to 450,000 tons/year, and relocating the subsequent 600,000 tons/year beneficiation plant to another site[258][259] - The company established new controlling subsidiaries: Wuhu Rongjie Ark Smart Technology Co., Ltd. in a joint venture with Huaxun Fangzhou; and Wuhu Tianliang Battery System Co., Ltd. through investment[256][257] Part VI Share Changes and Shareholder Information 6.1 Share Changes The company's total share capital increased by 31 million shares to 173.1 million due to a private placement, with new shares subject to a 36-month lock-up period - Due to the completion of a private placement, the company's total share capital increased from 142,103,469 shares to 173,103,469 shares, with 31,000,000 new shares issued[267][268] - The private placement subscribers were Rongjie Investment (27.581 million shares), CATL Investment (2.7 million shares), and Tao Guang (0.719 million shares); the new shares were listed on June 1, 2015, with a 36-month lock-up period[268][272] 6.2 Shareholders and Actual Controllers As of year-end, the company had 11,756 shareholders. Rongjie Investment became the controlling shareholder (23.65%), and Lyu Xiangyang and Zhang Changhong became the actual controllers - The controlling shareholder changed to Rongjie Investment Holding Group Co., Ltd., holding 40,939,995 shares, accounting for 23.65% of the total share capital[277][280] - The actual controllers changed to Lyu Xiangyang and Zhang Changhong[281][282] Top Five Shareholders' Shareholding | Shareholder Name | Shareholder Nature | Shareholding Percentage | Number of Shares Held at Period End | | :--- | :--- | :--- | :--- | | Rongjie Investment Holding Group Co., Ltd. | Domestic Non-State-Owned Legal Person | 23.65% | 40,939,995 | | Ke Rongqing | Domestic Natural Person | 9.81% | 16,988,900 | | Central Huijin Asset Management Co., Ltd. | State-Owned Legal Person | 3.23% | 5,587,800 | | Huang Peirong | Domestic Natural Person | 2.93% | 5,071,600 | | Zhang Chandai | Domestic Natural Person | 2.08% | 3,601,077 | Part VII Preferred Shares Information 7.1 Preferred Shares Status The company had no preferred shares during the reporting period - The company had no preferred shares during the reporting period[286] Part VIII Directors, Supervisors, Senior Management, and Employees 8.1 Changes and Shareholdings of Directors, Supervisors, and Senior Management Supervisor Chen Weisan and CFO Feng Da resigned due to personal reasons; only Vice President Liu Wenbi held 1,500 shares, while other current directors, supervisors, and senior management held no direct shares - During the reporting period, Supervisor Chen Weisan and CFO Feng Da resigned due to personal reasons[290] - As of the end of the reporting period, only Vice President Liu Wenbi among the current directors, supervisors, and senior management held 1,500 shares of the company, with all other personnel holding no direct shares[288][289] 8.2 Employee Information As of year-end 2015, the company had 255 employees, with production staff being the largest group and over 60% holding college degrees or higher Employee Composition | Category | Number of People | | :--- | :--- | | Total Employees | 255 | | Professional Composition | | | Production Personnel | 109 | | Sales Personnel | 27 | | Technical Personnel | 24 | | Financial Personnel | 14 | | Administrative Personnel | 51 | | Education Level | | | Master's Degree and Above | 15 | | Bachelor's Degree | 63 | | Associate's Degree | 90 | | High School and Below | 87 | Part IX Corporate Governance 9.1 Basic Status of Corporate Governance The company maintained a sound corporate governance structure, operating independently from its controlling shareholder, with active board committees and effective internal controls - The company's corporate governance structure complies with relevant laws and regulations, with standardized operations of the general meeting of shareholders, board of directors, and supervisory board, maintaining independence from the controlling shareholder in business, personnel, assets, organization, and finance[307][309][312] - During the reporting period, the company revised 19 governance documents, including the Articles of Association, Rules of Procedure for the Board of Directors, and Profit Distribution Management System, in response to regulatory changes and practical circumstances[307] - The company's board of directors established four special committees—Audit, Remuneration and Assessment, Nomination, and Strategic Development—all of which held meetings and performed their respective duties during the reporting period[320][323][324] - The company's board of directors believes that the company maintained effective internal controls over financial reporting in all material aspects as of December 31, 2015, in accordance with enterprise internal control standards and relevant regulations, with no major deficiencies found in the internal control evaluation report[328][330] Part X Financial Report 10.1 Audit Report Guangdong Zhengzhong Zhujiang Certified Public Accountants (Special General Partnership) issued a standard unqualified audit opinion on the company's 2015 financial statements - The audit firm was Guangdong Zhengzhong Zhujiang Certified Public Accountants (Special General Partnership), which issued a standard unqualified audit opinion[335] 10.2 Financial Statements This section includes the audited consolidated and parent company balance sheets, income statements, cash flow statements, statements of changes in owners' equity, and detailed notes for 2015 Consolidated Balance Sheet Key Items (as of December 31, 2015) | Item | Period-End Balance (RMB) | Period-Beginning Balance (RMB) | | :--- | :--- | :--- | | Total Assets | 929,743,260.52 | 899,781,724.98 | | Total Liabilities | 164,298,211.52 | 586,328,793.25 | | Total Owners' Equity Attributable to Parent Company | 731,922,582.15 | 281,584,414.13 | | Total Owners' Equity | 765,445,049.00 | 313,452,931.73 | Consolidated Income Statement Key Items (2015 Annual) | Item | Current Period Amount (RMB) | Prior Period Amount (RMB) | | :--- | :--- | :--- | | Total Operating Revenue | 232,451,228.88 | 475,668,899.32 | | Operating Profit | 11,595,281.55 | -102,074,164.16 | | Total Profit | 19,402,434.59 | -103,377,085.32 | | Net Profit | 15,940,089.67 | -77,783,485.39 | | Net Profit Attributable to Parent Company Owners | 8,903,994.53 | -82,461,627.44 | Consolidated Cash Flow Statement Key Items (2015 Annual) | Item | Current Period Amount (RMB) | Prior Period Amount (RMB) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 34,442,330.97 | 6,060,396.21 | | Net Cash Flow from Investing Activities | 2,207,441.50 | 176,956,977.87 | | Net Cash Flow from Financing Activities | -53,847.79 | -189,254,528.92 | | Net Increase in Cash and Cash Equivalents | 36,635,313.60 | -6,237,154.84 | Part XI Documents for Reference 11.1 Documents for Reference This section lists documents available for inspection, including signed financial statements, the original audit report, the full annual report, and all publicly disclosed announcements - Documents for reference include signed and sealed financial statements, the original audit report, the full annual report, and all publicly disclosed announcement documents from the reporting period[817]