京蓝科技(000711) - 2021 Q4 - 年度财报(更正)

Part I Important Notice, Table of Contents, and Definitions Important Notice The board, supervisory board, and senior management guarantee the annual report's truthfulness and completeness, with the company planning no cash dividends or bonus shares - The company's board of directors, supervisory board, and senior management guarantee the truthfulness, accuracy, and completeness of the annual report content[4] - Company head Guo Shaozeng, chief accountant Gao Hong, and accounting department head Gao Hong declare the financial report is true, accurate, and complete[4] - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital[6] Table of Contents This section outlines the annual report's ten main chapters, covering company operations, finance, governance, and social responsibility, along with reference documents - The report's table of contents includes ten main chapters, covering various aspects of the company's operations, finance, governance, and social responsibility[8] - Reference documents include signed and sealed financial statements, original audit reports, and publicly disclosed documents[10] Definitions This section defines key terms used in the report, including regulatory bodies, company entities, financial units, and the reporting period, for clarity - Definitions cover regulatory bodies, exchanges, the company and its main subsidiaries, controlling shareholders, and key transaction parties[12] - The reporting period is defined as January 1, 2021, to December 31, 2021[12] Part II Company Profile and Key Financial Indicators I. Company Information Kingland Technology Co., Ltd. (stock code 000711) is legally represented by Guo Shaozeng, with its registered office in Harbin and main office in Beijing Company Basic Information | Indicator | Content | | :--- | :--- | | Stock Abbreviation | Kingland Technology | | Stock Code | 000711 | | Listing Exchange | Shenzhen Stock Exchange | | Chinese Name | 京蓝科技股份有限公司 | | Legal Representative | Guo Shaozeng | | Registered Address | Nangang Economic and Technological Development Zone, Harbin, Heilongjiang Province | | Office Address | 4th Floor, Building B, Hongyuan Headquarters Plaza, Fengtai District, Beijing | | Company Website | http://www.kinglandgroup.com | | Email | securities@kinglandgroup.com | II. Contact Person and Contact Information Guo Shaozeng serves as the company's board secretary, sharing the same contact details as the company's main office Board Secretary Contact Information | Name | Guo Shaozeng | | :--- | :--- | | Contact Address | 4th Floor, Building B, Hongyuan Headquarters Plaza, Fengtai District, Beijing | | Phone | 010-64700268 | | Fax | 010-64700268 | | Email | securities@kinglandgroup.com | III. Information Disclosure and Document Availability The annual report is disclosed on Juchao Information Network and major securities newspapers, with physical copies available at the Board Secretary's Office - The company's annual report disclosure website is Juchao Information Network (http://www.cninfo.com.cn)[16](index=16&type=chunk) - Disclosure media include China Securities Journal, Securities Times, and Shanghai Securities News[16] - The company's annual report is available at the Board Secretary's Office[16] IV. Registration Change Status The company's main business has diversified from high-tech to ecological environmental protection and soil remediation, with its controlling shareholder, Beijing Yangshu Lantian Investment Center, holding 16.68% of shares - The company's main business has undergone multiple transformations, from high-tech, tourism, real estate, and information technology, finally shifting to ecological environmental protection in 2016-2017, and expanding to soil remediation in 2018[17] - The controlling shareholder has changed multiple times; as of the end of the reporting period, Beijing Yangshu Lantian Investment Center (Limited Partnership) holds 16.68% of the company's shares[17] V. Other Relevant Information Zhongxingcai Guanghua Certified Public Accountants audited the company, with Huatai United Securities Co., Ltd. serving as financial advisor until December 31, 2021 Accounting Firm Information | Indicator | Content | | :--- | :--- | | Name | Zhongxingcai Guanghua Certified Public Accountants (Special General Partnership) | | Office Address | 24th Floor, Block A, Wantong Building, No. 2 Fuchengmenwai Street, Xicheng District, Beijing | | Signing Accountants | Li Xiaofei, Gao Tao | - The company appointed Huatai United Securities Co., Ltd. as its financial advisor, with the continuous supervision period ending on December 31, 2021[18] VI. Key Accounting Data and Financial Indicators In 2021, the company reported 901 million yuan in revenue, a 9.49% decrease, and a net loss of 1.483 billion yuan, a 38.18% reduction in loss, with total assets and net assets declining 2021 Key Accounting Data and Financial Indicators | Indicator | 2021 | 2020 (Adjusted) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Operating Revenue (Yuan) | 900,915,302.39 | 995,410,211.62 | -9.49% | | Net Profit Attributable to Listed Company Shareholders (Yuan) | -1,483,433,591.44 | -2,399,698,095.52 | 38.18% | | Net Profit Attributable to Listed Company Shareholders Excluding Non-Recurring Gains and Losses (Yuan) | -1,500,866,940.58 | -2,440,142,895.01 | 38.49% | | Net Cash Flow from Operating Activities (Yuan) | 57,336,149.76 | 60,169,476.13 | -4.71% | | Basic Earnings Per Share (Yuan/Share) | -1.45 | -2.34 | 38.03% | | Diluted Earnings Per Share (Yuan/Share) | -1.45 | -2.34 | 38.03% | | Weighted Average Return on Net Assets | -102.25% | -69.79% | -45.85% | | Total Assets (Yuan) | 8,736,630,706.68 | 9,671,022,194.26 | -9.66% | | Net Assets Attributable to Listed Company Shareholders (Yuan) | 671,442,154.41 | 2,229,544,945.43 | -69.88% | - In 2020, Zhongke Dingzhi inflated operating revenue by 163 million yuan and total profit by 66.3637 million yuan, leading to retrospective adjustments for 2020 and 2021 related accounts[19] VII. Differences in Accounting Data Under Domestic and International Accounting Standards The company reported no differences in net profit or net assets between domestic and international accounting standards during the period - The company's financial reports for the reporting period show no differences in net profit and net assets when disclosed under International Accounting Standards versus Chinese Accounting Standards[21] - The company's financial reports for the reporting period show no differences in net profit and net assets when disclosed under overseas accounting standards versus Chinese Accounting Standards[22] VIII. Key Quarterly Financial Indicators The company's Q4 2021 operating revenue was 296 million yuan, with a significant net loss of 1.14 billion yuan attributable to shareholders 2021 Key Quarterly Financial Indicators (Unit: Yuan) | Indicator | Q1 | Q2 | Q3 | Q4 | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 123,776,572.64 | 308,991,006.78 | 172,621,917.30 | 295,525,805.67 | | Net Profit Attributable to Listed Company Shareholders | -89,977,974.67 | -129,955,623.36 | -123,619,631.80 | -1,139,880,361.61 | | Net Profit Attributable to Listed Company Shareholders Excluding Non-Recurring Gains and Losses | -92,192,480.65 | -133,323,575.79 | -100,528,419.47 | -1,174,822,464.67 | | Net Cash Flow from Operating Activities | -30,124,848.00 | 45,560,641.93 | 42,843,299.49 | -942,943.66 | - In the fourth quarter, net profit attributable to listed company shareholders and net profit after deducting non-recurring gains and losses both showed significant losses, at -1.14 billion yuan and -1.175 billion yuan, respectively[24] IX. Non-Recurring Gains and Losses Items and Amounts Total non-recurring gains and losses in 2021 were 17.4333 million yuan, mainly from asset disposal, government subsidies, and fair value changes 2021 Non-Recurring Gains and Losses Items and Amounts (Unit: Yuan) | Item | 2021 Amount | | :--- | :--- | | Disposal Gains and Losses on Non-Current Assets | 985,974.70 | | Government Subsidies Included in Current Profit and Loss | 3,789,662.23 | | Capital Occupation Fees Received from Non-Financial Enterprises Included in Current Profit and Loss | 14,209,351.44 | | Debt Restructuring Gains and Losses | 2,539,422.52 | | Reversal of Impairment Provisions for Receivables Subject to Individual Impairment Testing | 402,453.51 | | Fair Value Change Gains and Losses | 26,641,195.32 | | Other Non-Operating Income and Expenses Apart from the Above | -30,783,028.08 | | Less: Income Tax Impact | 31,162.13 | | Impact on Minority Interests (After Tax) | 320,520.37 | | Total | 17,433,349.14 | - Total non-recurring gains and losses in 2021 amounted to 17.4333 million yuan, with fair value change gains and losses at 26.6412 million yuan[25][26] Part III Management Discussion and Analysis I. Industry Overview During the Reporting Period The company operates in soil remediation, ecological water conservancy, and landscape environment sectors, all benefiting from policy support and market growth, despite facing various industry barriers I. Soil Remediation Industry Analysis The soil remediation industry, driven by environmental policies, offers significant market potential but is characterized by high technical, qualification, funding, and management barriers - The soil remediation industry reduces soil pollutant concentrations to acceptable levels using physical, chemical, or biological methods[28] - The 'Soil Pollution Prevention and Control Law of the People's Republic of China,' effective January 1, 2019, clarifies responsibilities and promotes industry development[29] - Industry barriers include high technical thresholds, stringent multi-domain qualification requirements, large project capital investment with long payback periods, and a shortage of professional management talent[30][31][32][33] II. Ecological Water Conservancy Industry Analysis The ecological water conservancy industry, a growing interdisciplinary field, benefits from increasing national investment and social capital, with water-saving irrigation poised for a trillion-yuan market during the '14th Five-Year Plan' - The ecological water conservancy industry is an interdisciplinary field combining water conservancy engineering and ecological protection, studying water cycles, ecological carrying capacity, engineering ecological effects, and system management[37][38] - The state highly values water conservancy construction, continuously expanding investment and introducing social capital for quasi-public and commercial water conservancy projects[40][41][44] - China's agricultural water use efficiency is low, creating vast market space for water-saving irrigation, with the ecological water conservancy industry market size projected to reach trillions of yuan during the '14th Five-Year Plan' period[45][46] III. Landscape Environment Industry Analysis The landscape environment industry, encompassing design, construction, and maintenance, is moving towards integrated, cross-regional, and resource-efficient ecological landscaping to enhance environmental quality - The landscape environment industry integrates design, planning, construction, and management art to create beneficial environments, primarily including landscape design, engineering construction, and greening maintenance[47] - Industry trends include integrated operations and cross-regional competition, with leading enterprises gaining larger market shares and increasing industry concentration[49] - Resource-efficient ecological landscaping is a future development direction, emphasizing ecological principles and the concepts of 'water saving, energy saving, and consumption reduction' to improve the ecological environment[50] - Soil remediation industry benefits from 'Soil Pollution Prevention and Control Law' policies, clarifying responsibilities, but faces technical, qualification, funding, and management barriers[29][30][31][32][33] - Ecological water conservancy industry sees expanding investment and social capital participation due to national emphasis, with urgent water-saving irrigation demand and a projected trillion-yuan market during the '14th Five-Year Plan'[40][41][44][45][46] - Landscape environment industry is evolving towards integrated operations, cross-regional competition, and resource-efficient ecological landscaping, leading to increased industry concentration[49][50] II. Company's Main Businesses During the Reporting Period The company focuses on comprehensive soil environmental governance, ecological water conservancy, ecological environment, and smart ecology, primarily operating through general contracting and EPC project models - The company's business segments include comprehensive soil environmental governance, ecological water conservancy, ecological environment, and smart ecology, forming a positive synergy[51] - Comprehensive soil environmental governance is undertaken by Zhongke Dingzhi, providing full-process system services such as contaminated soil and groundwater remediation[51] - Ecological water conservancy business is undertaken by Kingland Muhe, offering integrated solutions for watershed ecological restoration, irrigation district water-saving systems, and wastewater treatment[52] - Ecological environment business is undertaken by Northern Landscape and others, providing services such as landscape engineering construction, landscape design, greening maintenance, and seedling cultivation and sales[53] - The company's primary operating models are general contracting and EPC projects, generating profits through progress payments and final settlements[53] III. Core Competitiveness Analysis The company's core competitiveness stems from its mission, values, and strategy to be a leading ecological environment service provider, supported by over 300 patents, high-value qualifications, strategic alignment, and an experienced management team - The company's mission is 'Green Mountains, Clear Waters, Blue Skies, and a Century-Long Chinese Dream,' with 'Benevolence Like Water, Perseverance, and Virtue' as its core values[54] - The company's development strategy is to become a leading international 'ecological environment planning, investment, construction, and operation service provider'[54] - The company possesses core technologies in soil remediation, water treatment, and agricultural waste recycling, with over 300 national patents and high-value qualifications such as Environmental Engineering Professional Contracting Grade A and Landscape Architecture Engineering Design Grade A[54] - The company's main businesses are in national strategic investment areas, with vast market potential in soil remediation and smart water conservancy, where the company holds leading advantages and competitive barriers[55] - The company's management and core team have over 10 years of experience in ecological and information technology fields, possessing strong industry resource integration capabilities[55] IV. Main Business Analysis The company's diversified strategy focuses on four ecological business segments; 2021 revenue was 901 million yuan, down 9.49%, with soil remediation growing 14.90%, while expenses decreased and R&D increased 1. Overview The company pursues a diversified strategy, combining organic growth and external expansion across four ecological business segments, with subsidiaries specializing in soil remediation, ecological water conservancy, and environmental services - The company combines organic growth with external expansion, focusing on four major business segments: industrial ecology, ecological water conservancy, ecological environment, and smart ecology[57] - Zhongke Dingzhi primarily engages in soil and groundwater remediation, offering 'water-soil co-governance' one-stop environmental remediation solutions, and actively participates in national/provincial-level scientific research projects[57][58] - Kingland Muhe, positioned as an agricultural steward and ecological expert, provides integrated water ecosystem solutions for projects such as efficient water saving and water source construction[58] - The ecological environment segment, undertaken by Northern Landscape and Kingland Environmental Technology, provides services such as landscape engineering construction and design, and increases investment in core soil remediation technology development[59] 2. Revenue and Costs In 2021, total operating revenue was 901 million yuan, down 9.49%, with soil remediation revenue up 14.90% to 791 million yuan, while total operating costs decreased by 35.06% 2021 Operating Revenue Composition (Unit: Yuan) | By Industry | 2021 Amount | Proportion of Operating Revenue | 2020 Amount | Proportion of Operating Revenue | Year-on-Year Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Operating Revenue | 900,915,302.39 | 100% | 995,410,211.62 | 100% | -9.49% | | Ecological Water-Saving Operation Services | 88,541,888.21 | 9.83% | 225,519,519.92 | 22.66% | -60.74% | | Soil Remediation Operation Services | 791,257,202.15 | 87.83% | 688,652,906.71 | 69.18% | 14.90% | 2021 Operating Cost Composition (Unit: Yuan) | Industry Category | 2021 Amount | Proportion of Operating Cost | 2020 Amount | Proportion of Operating Cost | Year-on-Year Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Ecological Water-Saving Operation Services | 135,452,726.34 | 19.48% | 421,206,683.23 | 39.33% | -67.84% | | Soil Remediation Operation Services | 542,801,138.58 | 78.05% | 452,829,189.52 | 42.29% | 19.87% | - Operating revenue in East China increased by 67.32% year-on-year, South China by 151.65%, and Southwest China by 237.57%[61] - During the reporting period, the company deregistered Zhongke Dingzhi (Yichun) Environmental Sanitation Services Co., Ltd., reducing the scope of consolidation by one entity[67] 3. Expenses In 2021, selling and administrative expenses decreased by 52.06% and 44.89% respectively due to efficiency, while R&D expenses increased by 39.74% 2021 Major Expense Changes (Unit: Yuan) | Item | 2021 | 2020 | Year-on-Year Change | Explanation of Significant Change | | :--- | :--- | :--- | :--- | :--- | | Selling Expenses | 44,718,420.30 | 93,275,196.77 | -52.06% | Due to company's staff reduction and efficiency improvement, and cost cutting | | Administrative Expenses | 171,502,359.42 | 311,186,989.24 | -44.89% | Due to company's staff reduction and efficiency improvement, and cost cutting | | Financial Expenses | 654,528,411.97 | 638,639,261.89 | 2.49% | | | R&D Expenses | 38,967,224.02 | 27,886,486.05 | 39.74% | Due to increased R&D investment by the company | 4. R&D Investment R&D investment in 2021 reached 38.9672 million yuan, a 39.74% increase, focusing on soil remediation and water-saving irrigation technologies, despite a decrease in R&D personnel 2021 R&D Investment Status | Indicator | 2021 | 2020 | Change Ratio | | :--- | :--- | :--- | :--- | | R&D Investment Amount (Yuan) | 38,967,224.02 | 27,886,486.05 | 39.74% | | R&D Investment as % of Operating Revenue | 4.33% | 2.80% | 1.53% | | Number of R&D Personnel (Persons) | 73 | 120 | -39.17% | - The company undertakes multiple national-level scientific research projects in soil remediation, such as coking site pollution control, pesticide industry site odor removal, complex organic pollution site remediation, and heavy metal pollution control in old industrial bases in Northeast China[72][73][74][75] - In water-saving irrigation, the company develops solar-powered automatic control gates, nano-modified PE pipes, and drip irrigation tape application formulas to enhance product performance and market competitiveness[75][76] 5. Cash Flow In 2021, net cash flow from operating activities was 57.3361 million yuan, down 4.71%, while investing activities turned positive, and financing activities significantly decreased due to loan repayments 2021 Cash Flow Status (Unit: Yuan) | Item | 2021 | 2020 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Subtotal Cash Inflow from Operating Activities | 1,040,045,451.03 | 1,567,203,809.99 | -33.64% | | Subtotal Cash Outflow from Operating Activities | 982,709,301.27 | 1,507,034,333.86 | -34.79% | | Net Cash Flow from Operating Activities | 57,336,149.76 | 60,169,476.13 | -4.71% | | Subtotal Cash Inflow from Investing Activities | 40,325,008.46 | 37,246,064.01 | 8.27% | | Subtotal Cash Outflow from Investing Activities | 25,279,772.27 | 171,942,435.63 | -85.30% | | Net Cash Flow from Investing Activities | 15,045,236.19 | -134,696,371.62 | 111.17% | | Subtotal Cash Inflow from Financing Activities | 1,038,385,972.18 | 1,944,661,089.67 | -46.60% | | Subtotal Cash Outflow from Financing Activities | 1,245,022,604.40 | 1,848,043,526.36 | -32.63% | | Net Cash Flow from Financing Activities | -206,636,632.22 | 96,617,563.31 | -313.87% | | Net Increase in Cash and Cash Equivalents | -134,255,246.27 | 22,090,667.82 | -707.75% | - The decrease in net cash flow from operating activities was mainly due to a significant decline in operating revenue, but the company intensified collection efforts[78] - The positive shift in net cash flow from investing activities was primarily due to reduced purchases of fixed assets, intangible assets, other long-term assets, and investments[79] - The significant decrease in net cash flow from financing activities was mainly due to the repayment of some matured loans during the period[79] - The company's core business focuses on industrial ecology, ecological water conservancy, ecological environment, and smart ecology, providing full project cycle integrated solutions[57] 2021 Operating Revenue Composition (Unit: Yuan) | By Industry | 2021 Amount | Proportion of Operating Revenue | 2020 Amount | Proportion of Operating Revenue | Year-on-Year Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Operating Revenue | 900,915,302.39 | 100% | 995,410,211.62 | 100% | -9.49% | | Ecological Water-Saving Operation Services | 88,541,888.21 | 9.83% | 225,519,519.92 | 22.66% | -60.74% | | Landscape Environmental Technology Services | 7,486,261.81 | 0.83% | 60,328,661.70 | 6.06% | -87.59% | | Soil Remediation Operation Services | 791,257,202.15 | 87.83% | 688,652,906.71 | 69.18% | 14.90% | | Other Industries | 13,629,950.22 | 1.51% | 20,909,123.29 | 2.10% | -34.81% | 2021 Major Expenses (Unit: Yuan) | Item | 2021 | 2020 | Year-on-Year Change | Explanation of Significant Change | | :--- | :--- | :--- | :--- | :--- | | Selling Expenses | 44,718,420.30 | 93,275,196.77 | -52.06% | Due to company's staff reduction and efficiency improvement, and cost cutting | | Administrative Expenses | 171,502,359.42 | 311,186,989.24 | -44.89% | Due to company's staff reduction and efficiency improvement, and cost cutting | | R&D Expenses | 38,967,224.02 | 27,886,486.05 | 39.74% | Due to increased R&D investment by the company | 2021 Cash Flow Status (Unit: Yuan) | Item | 2021 | 2020 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 57,336,149.76 | 60,169,476.13 | -4.71% | | Net Cash Flow from Investing Activities | 15,045,236.19 | -134,696,371.62 | 111.17% | | Net Cash Flow from Financing Activities | -206,636,632.22 | 96,617,563.31 | -313.87% | V. Non-Core Business Analysis Non-core businesses significantly impacted 2021 profit, with 921 million yuan in asset impairment losses, representing 56.55% of total profit, and 26.6412 million yuan from fair value changes, both unsustainable 2021 Impact of Non-Core Business on Total Profit (Unit: Yuan) | Item | Amount | Proportion of Total Profit | Explanation of Cause | Sustainability | | :--- | :--- | :--- | :--- | :--- | | Investment Income | -1,162,294.80 | 0.07% | Investment in associates | Yes | | Fair Value Change Gains and Losses | 26,641,195.32 | -1.64% | Performance guarantee share settlement | No | | Asset Impairment | -921,022,485.07 | 56.55% | Impairment of goodwill, inventories, and accounts receivable | No | | Non-Operating Income | 839,215.89 | -0.05% | | No | | Non-Operating Expenses | 31,019,382.66 | -1.90% | | No | - Asset impairment losses amounted to 921 million yuan, accounting for 56.55% of total profit, primarily due to impairment of goodwill, inventories, and accounts receivable, which is not sustainable[81] - Fair value change gains and losses amounted to 26.6412 million yuan, resulting from performance guarantee share settlement, which is not sustainable[81] VI. Analysis of Assets and Liabilities At year-end 2021, total assets were 8.737 billion yuan, down 9.66%, with notable changes in cash, fixed assets, and debt, and 1.32 billion yuan in fair value financial assets, while some assets are restricted 2021 Year-End Significant Changes in Asset Composition (Unit: Yuan) | Item | 2021 Year-End Amount | Proportion of Total Assets | 2021 Beginning-of-Year Amount | Proportion of Total Assets | Proportion Change | Explanation of Significant Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Cash and Cash Equivalents | 98,575,149.66 | 1.13% | 321,412,946.15 | 3.31% | -2.18% | Due to the combined impact of cash flows from operating, investing, and financing activities | | Contract Assets | 2,763,992,124.37 | 31.64% | 2,940,657,649.19 | 30.25% | 1.39% | Mainly due to impairment of contract assets | | Fixed Assets | 349,982,970.32 | 4.01% | 414,091,713.16 | 4.26% | -0.25% | Mainly due to the combined impact of fixed asset purchases and depreciation | | Short-Term Borrowings | 1,598,093,696.74 | 18.29% | 1,649,970,966.15 | 16.97% | 1.32% | Mainly due to changes in financing structure | | Contract Liabilities | 660,637,343.91 | 7.56% | 613,379,042.15 | 6.31% | 1.25% | Mainly due to an increase in advance payments for project progress | | Bonds Payable | 136,050,000.00 | 1.56% | 260,772,000.00 | 2.68% | -1.12% | Repayment of matured bonds | 2021 Year-End Assets and Liabilities Measured at Fair Value (Unit: Yuan) | Item | Beginning Balance | Fair Value Change Gains and Losses for the Period | Accumulated Fair Value Changes Recognized in Equity | Ending Balance | | :--- | :--- | :--- | :--- | :--- | | Trading Financial Assets | | 26,641,195.32 | | 26,641,195.32 | | Other Equity Instrument Investments | 1,367,480,064.70 | | -74,101,043.89 | 1,293,379,020.81 | | Subtotal Financial Assets | 1,367,480,064.70 | 26,641,195.32 | -74,101,043.89 | 1,320,020,216.13 | - The company's assets are subject to restrictions such as mortgages, pledges, and freezes; details are provided in the financial report notes[87] VII. Investment Analysis The company's 2021 investment was 390,000 yuan, a 99.69% decrease, with no major new investments, and some previously funded projects failing to meet expectations or being closed 2021 Investment Amount Changes | Indicator | Investment Amount for the Reporting Period (Yuan) | Investment Amount for the Same Period Last Year (Yuan) | Change Rate | | :--- | :--- | :--- | :--- | | Investment Amount | 390,000.00 | 127,424,300.00 | -99.69% | - The company's raised funds were primarily used for transaction consideration, intermediary fees, smart ecological cloud platform, smart sprinkler production, efficient water-saving new material R&D, smart efficient agricultural water-saving projects, and supplementing Muhe's working capital[93] - The project for annual production of 600 large smart sprinklers and the smart efficient agricultural water-saving project did not achieve planned progress or expected returns[93] - The efficient water-saving new material R&D and pilot production project was closed due to market demand and actual investment indicating difficulty in achieving expected benefits[94] - The company previously used idle raised funds to temporarily supplement working capital, which has since been fully repaid or permanently converted to working capital[94][95] VIII. Significant Asset and Equity Sales The company did not engage in any significant asset or equity sales during the reporting period - The company did not sell any significant assets during the reporting period[98] - The company did not sell any significant equity during the reporting period[99] IX. Analysis of Major Holding and Participating Companies Major subsidiaries Kingland Muhe and Northern Landscape reported net losses of 668 million yuan and 229 million yuan respectively in 2021, while the deregistration of Zhongke Dingzhi (Yichun) had minimal impact Financial Status of Major Holding Subsidiaries (Unit: Yuan) | Company Name | Company Type | Registered Capital | Total Assets | Net Assets | Operating Revenue | Operating Profit | Net Profit | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Kingland Muhe Water-Saving Equipment Co., Ltd. | Subsidiary | 1.04 billion | 4,741,488,425.91 | 1,205,257,530.63 | 101,857,502.55 | -668,307,044.59 | -667,923,142.91 | | Kingland Northern Landscape (Tianjin) Co., Ltd. | Subsidiary | 109 million | 1,951,077,172.20 | -609,730,443.67 | 7,486,261.81 | -220,258,579.49 | -228,586,246.03 | - During the reporting period, the company deregistered Zhongke Dingzhi (Yichun) Environmental Sanitation Services Co., Ltd., which did not significantly impact production, operations, or performance[102] X. Information on Structured Entities Controlled by the Company The company did not control any structured entities during the reporting period - The company did not control any structured entities during the reporting period[103] XI. Outlook on the Company's Future Development Facing external challenges, the company leverages core technologies and a diversified 'solution + investment and operation' strategy across four ecological business segments, with plans for rural revitalization, market expansion, and strategic partnerships, while addressing organizational and financial risks - The company faces external challenges such as economic development pressure from international and domestic uncertainties, rising construction costs, and order disruptions[103] - The company's internal strengths include core technologies, over 300 national patents, multiple high-value qualifications, and an 'industry-university-research' collaboration model[104] - The company's development strategy is to maintain diversification, adopting a 'solution + investment and operation' model, focusing on four major business segments, aiming to become a leading international ecological environment service provider[105] - Operating plans include developing rural revitalization industries (e.g., soil remediation, water-saving irrigation), strengthening management, expanding markets, and introducing strategic investors (e.g., Xinjiang Water Conservancy Investment Holding Co., Ltd.)[105][106][107] - The company faces risks from organizational adjustments, intensified industry competition, and funding, with countermeasures including improving the industrial chain, resource integration, accounts receivable collection, industrial fund cooperation, and capital market refinancing[108] XII. Activities such as Research, Communication, and Interviews During the Reporting Period The company did not engage in any research, communication, or interview activities during the reporting period - The company did not engage in any activities such as research, communication, or interviews during the reporting period[109] Part IV Corporate Governance I. Basic Status of Corporate Governance The company strictly adheres to laws and regulations, continuously improving its corporate governance and internal control systems to ensure standardized operations and protect shareholder rights, with no significant discrepancies from regulatory requirements - The company strictly adheres to laws and regulations such as the 'Company Law' and 'Securities Law,' continuously improving its corporate governance structure and internal control system[111] - The company strengthens the responsibilities of the general meeting of shareholders, board of directors, supervisory board, and management, ensuring the right to know, participate, and vote for all shareholders[111] - The company strictly implements information disclosure rules, ensuring truthfulness, accuracy, completeness, timeliness, and fairness, and actively enhances communication with investors[112] - The actual state of corporate governance has no significant discrepancies with laws and regulations[112] II. Company's Independence from Controlling Shareholder and Actual Controller in Terms of Assets, Personnel, Finance, Organization, and Business The company maintains full independence from its controlling shareholder and actual controller across business, personnel, assets, finance, and organization, ensuring autonomous operations and no horizontal competition - The company's business is completely independent of the controlling shareholder, actual controller, and their affiliates, operating autonomously with no horizontal competition[113] - The company's personnel are independent, and senior management does not hold positions other than director in the controlling shareholder's entities[113] - The company's assets are independent, complete, and clearly owned, not being gratuitously occupied or controlled by the controlling shareholder, actual controller, or their affiliates[113] - The company's finances are independent, with a sound and independent financial accounting system, independent taxation, and accounting personnel not holding concurrent positions in the controlling shareholder's entities[113][114] - The company's organizations are independent, with the board of directors, supervisory board, and other internal organizations operating independently and exercising management rights autonomously[114] III. Horizontal Competition The company did not experience any horizontal competition during the reporting period - The company did not experience any horizontal competition during the reporting period[115] IV. Information on Annual General Meetings and Extraordinary General Meetings Held During the Reporting Period In 2021, the company held 11 extraordinary and 1 annual general meeting, deliberating on articles of association, board elections, and related party transactions, with all resolutions promptly disclosed - During the 2021 reporting period, the company held 11 extraordinary general meetings and 1 annual general meeting[115][116][117] - Meeting deliberations included revisions to the articles of association, re-election of the board of directors, and related party transactions; all meetings were convened according to prescribed procedures and resolutions were disclosed[115][116][117] V. Information on Directors, Supervisors, and Senior Management The company's board, supervisory board, and senior management saw multiple changes, with current leadership including Chairman Guo Shaozeng, and total remuneration for the period amounting to 4.9949 million yuan - During the reporting period, there were multiple changes among the company's directors, supervisors, and senior management, including the departure of directors Jiang Lizhe, Liu Xin, Chen Fangqing, Zhu Jiang; supervisors Meng Chen, Yang Dehui; and the termination of senior management Guo Yuanyuan, Liu Xin, Tian Xiaonan[122][123][124] - The current Chairman and President is Guo Shaozeng, Executive Vice President is Han Zhiquan, Vice Presidents include Han Shiying, Wang Haidong, Feng Yulu, Li Guirong, Dong Chunyu, and the Chief Financial Officer is Gao Hong[125][126][127][128][129][130] - Some directors, supervisors, and senior management hold concurrent positions in other entities, such as Guo Shaozeng at Rongtong Capital and Qingshanghui, and Yan Tao at Wanhui Investment[130][131] 2021 Remuneration of Directors, Supervisors, and Senior Management (Unit: 10,000 Yuan) | Name | Position | Employment Status | Total Pre-Tax Remuneration from the Company | | :--- | :--- | :--- | :--- | | Yang Rengui | Chairman | Departed | 60 | | Yan Tao | Director | Appointed/Dismissed | 0 | | Jiang Lizhe | Director, Executive President | Departed | 11.11 | | Han Zhiquan | Director, Executive Vice President | Current | 62.88 | | Liu Xin | Director, Vice President, Board Secretary | Departed | 27.56 | | Hao Xin | Director, President | Departed | 96.55 | | Chen Fangqing | Independent Director | Departed | 0 | | Nie Xingkai | Independent Director | Departed | 12 | | Zhu Jiang | Independent Director | Departed | 12 | | Zhou Jianmin | Independent Director | Current | 0 | | Yin Zhoucheng | Chairman of Supervisory Board | Departed | 6 | | Meng Chen | Supervisor | Departed | 0 | | Yang Dehui | Employee Representative Supervisor | Departed | 24.68 | | Wang Yue | Employee Representative Supervisor | Current | 14.57 | | Zhang Haiyan | Supervisor | Current | 1 | | Guo Yuanyuan | Vice President | Departed | 23.2 | | Feng Yulu | Vice President | Current | 55.17 | | Wuliji | Vice President | Departed | 0 | | Yin Xiaodong | Vice President | Departed | 0 | | Li Guirong | Vice President | Current | 0 | | Liang Jin | Chief Financial Officer | Departed | 56.56 | | Tian Xiaonan | Board Secretary | Departed | 36.21 | | Total | -- | -- | 499.49 | VI. Performance of Directors' Duties During the Reporting Period The board held 18 meetings, diligently deliberating key proposals, actively monitoring operations, and ensuring decisions considered minority shareholder interests, with no objections raised by directors - During the reporting period, the company's board of directors held 18 meetings, deliberating on important proposals such as annual report auditing, re-appointment of accounting firms, and internal control self-evaluation reports[135][136][137] - All directors diligently performed their duties, actively monitored the company's operations and financial status, attended meetings on time, and offered advice for the company's business development[140] - Board decisions fully considered the interests of minority shareholders, enhancing decision-making scientificity and promoting the company's continuous healthy development[140] - No objections were raised by directors regarding company matters during the reporting period[139] VII. Status of Board's Special Committees During the Reporting Period The board's Strategy, Audit, Nomination, and Remuneration Committees all fulfilled their duties, holding meetings to deliberate on strategic plans, financial reports, personnel appointments, and remuneration policies, with all proposals approved - The Strategy Committee held 1 meeting to deliberate on the company's annual development strategy and operating plan[141] - The Audit Committee held 3 meetings to deliberate on the 2020 annual report audit, re-appointment of accounting firms, internal control self-evaluation report, and 2020 financial report[141] - The Nomination Committee held 2 meetings to deliberate on the appointment of the board secretary and the election of independent directors[141][142] - The Remuneration and Appraisal Committee held 1 meeting to deliberate on the company's 2021 remuneration policy[142] - All important opinions and suggestions put forward by the special committees were approved, with no dissenting matters[141][142] VIII. Work of the Supervisory Board The supervisory board found no risks during its supervision activities and raised no objections to the supervised matters - The supervisory board found no risks in the company's supervision activities during the reporting period[143] - The supervisory board raised no objections to the supervised matters during the reporting period[143] IX. Company Employee Information As of year-end, the company had 591 employees, primarily administrative, with 73 R&D personnel, and a majority holding bachelor's or master's degrees, supported by a remuneration policy and continuous training 2021 Year-End Employee Count and Composition | Indicator | Number (Persons) | | :--- | :--- | | Total Number of Employees at Period-End | 591 | | Production Personnel | 49 | | Sales Personnel | 56 | | Technical Personnel | 55 | | Financial Personnel | 40 | | Administrative Personnel | 233 | | Other | 158 | | Doctorate | 14 | | Master's | 113 | | Bachelor's | 227 | | Associate Degree | 137 | | Other Education Levels | 100 | - The company's remuneration policy consists of position-based salaries and performance-based wages, determined by employee attendance, work completion, and appraisal results[146] - In 2021, the company conducted micro-classroom training to enhance employees' professional skills and comprehensive quality[147] X. Company Profit Distribution and Capital Reserve to Share Capital Conversion The company did not adjust its profit distribution policy and plans no cash dividends, bonus shares, or capital reserve conversions for the year - The company did not formulate, implement, or adjust its profit distribution policy during the reporting period[148] - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the year[148] XI. Implementation of Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures The company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures during the reporting period - The company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures and their implementation during the reporting period[149] XII. Construction and Implementation of Internal Control System During the Reporting Period The company established an effective internal control structure, revising key systems, standardizing transactions, and providing training, with no significant internal control deficiencies found during the reporting period - The company established an internal control organizational structure comprising the general meeting of shareholders, board of directors, supervisory board, management, and various holding subsidiaries[151] - During the reporting period, the 'Articles of Association' and other systems were revised to standardize related party transactions, external guarantees, asset disposals, and ensure timely information disclosure[151] - The company organized regulatory training for directors, supervisors, and senior management to enhance their awareness of standardized operations[151] - No significant internal control deficiencies were found during the reporting period[152] XIII. Management and Control of Subsidiaries During the Reporting Period The company had no special remarks regarding subsidiary management and control during the reporting period and encountered no integration issues - The company had no special remarks regarding the management and control of its subsidiaries during the reporting period and encountered no integration issues[152] XIV. Internal Control Self-Evaluation Report or Internal Control Audit Report The company's internal control evaluation report, covering 100% of assets and revenue, was disclosed on April 28, 2022, with the auditor issuing an unqualified opinion, consistent with the board's self-evaluation - The company's internal control evaluation report was disclosed on April 28, 2022, covering 100% of the company's total assets and operating revenue[153] - Internal control deficiency identification standards include qualitative and quantitative criteria for financial and non-financial reporting[153][154] - Zhongxingcai Guanghua Certified Public Accountants issued a standard unqualified internal control audit report, stating that the company maintained effective internal controls over financial reporting in all material respects[155] - The internal control audit report was consistent with the board's self-evaluation report, finding no significant non-financial reporting deficiencies[155] XV. Rectification of Self-Inspected Issues from Special Action on Listed Company Governance The company had no rectification of self-inspected issues from special action on listed company governance during the reporting period - The company had no rectification of self-inspected issues from special action on listed company governance during the reporting period[156] Part V Environmental and Social Responsibility I. Significant Environmental Issues The company and its subsidiaries are not key polluting units, received no environmental penalties, and did not disclose carbon reduction measures during the reporting period - The company and its subsidiaries are not classified as key polluting units by environmental protection authorities[158] - No administrative penalties for environmental issues were received during the reporting period[158] - Measures taken to reduce carbon emissions and their effects were not disclosed[158] II. Social Responsibility The company protects shareholder rights through robust governance and disclosure, safeguards employee rights with legal compliance and training, and upholds business ethics to foster win-win relationships with customers and suppliers - The company effectively protects the legitimate rights and interests of all shareholders, especially minority investors, by improving governance structure, providing diverse voting methods, and separate vote counting[158] - The company safeguards employees' legitimate rights and interests in accordance with laws and regulations such as the 'Labor Law,' emphasizing employee training to enhance professional literacy and comprehensive quality[159] - The company strictly adheres to business ethics, acts with integrity, protects customer and supplier interests, actively resolves project issues, and seeks win-win development for both parties[159] III. Consolidation and Expansion of Poverty Alleviation Achievements and Rural Revitalization The company has not yet undertaken poverty alleviation or rural revitalization initiatives during the reporting period - The company has not yet carried out poverty alleviation and rural revitalization work during the reporting period[160] Part VI Significant Events I. Fulfillment of Commitments Most commitments made during share reform and asset restructuring, covering independence, competition, and related party transactions, are ongoing, with some fulfilled, but an overdue performance compensation commitment exists - Multiple commitments were made by the company's actual controller, shareholders, related parties, and the company during share reform, acquisition reports, and asset restructuring, covering independence, avoiding horizontal competition, standardizing and reducing related party transactions, and avoiding fund occupation[162][163][164][165][166][167][168][169][170][171][172][173] - Most commitments are long-term and ongoing, while some share lock-up and information truthfulness commitments have been fulfilled[162][163][164][165][166][167][168][169][170][171][172][173] - There is an overdue performance compensation commitment, such as the performance compensation for Northern Landscape by Northern Group and Beikong Consulting[165] - Whether the company's commitments were fulfilled on time: No[173] II. Non-Operating Fund Occupation by Controlling Shareholder and Other Related Parties The company had no non-operating fund occupation by its controlling shareholder or other related parties during the reporting period - The company had no non-operating fund occupation by its controlling shareholder or other related parties during the reporting period[174] III. Irregular External Guarantees The company had no irregular external guarantees during the reporting period - The company had no irregular external guarantees during the reporting period[175] IV. Board of Directors' Explanation on the Latest 'Non-Standard Audit Report' The company had no board of directors' explanation on the latest 'non-standard audit report' during the reporting period - The company had no board of directors' explanation on the latest 'non-standard audit report' during the reporting period[176] V. Explanations by the Board of Directors, Supervisory Board, and Independent Directors (if any) on the Accounting Firm's 'Non-Standard Audit Report' for the Current Period The company had no explanations from the board, supervisory board, or independent directors regarding the accounting firm's 'non-standard audit report' for the current period - The company had no explanations from the board of directors, supervisory board, or independent directors regarding the accounting firm's 'non-standard audit report' for the current period[176] VI. Explanation of Changes in Accounting Policies, Accounting Estimates, or Significant Accounting Error Corrections Compared to the Previous Year's Financial Report Effective January 1, 2021, the company adopted new leasing standards, retrospectively adjusting opening consolidated financial statements, impacting right-of-use assets, lease liabilities, and other related accounts - Effective January 1, 2021, the company adopted new leasing standards, adjusting relevant items in the opening financial statements based on the cumulative impact of initial application[176] Impact of Adopting New Leasing Standards on 2021 Opening Consolidated Statement Items (Unit: Yuan) | Statement Item | December 31, 2020 | January 1, 2021 | Impact Amount | | :--- | :--- | :--- | :--- | | Right-of-Use Assets | | 68,997,200.85 | 68,997,200.85 | | Fixed Assets | 432,297,833.39 | 414,091,713.16 | -18,206,120.23 | | Long-Term Deferred Expenses | 3,697,800.00 | 3,334,400.00 | -363,400.00 | | Lease Liabilities | | 53,944,842.64 | 53,944,842.64 | | Long-Term Payables | 60,745,941.35 | 58,000,000.00 | -2,745,941.35 | | Retained Earnings | -2,992,645,533.44 | -2,993,244,889.13 | -599,355.69 | | Minority Interests | 393,605,930.27 | 393,434,065.29 | -171,864.98 | VII. Explanation of Changes in Consolidation Scope Compared to the Previous Year's Financial Report In 2021, the company's consolidation scope decreased by one entity to 46 subsidiaries, primarily due to the deregistration of Zhongke Dingzhi (Yichun) Environmental Sanitation Services Co., Ltd - The company's consolidation scope for 2021 included 46 subsidiaries, a decrease of 1 from the previous period[178] - The subsidiary deregistered in this period was Zhongke Dingzhi (Yichun) Environmental Sanitation Services Co., Ltd[178] VIII. Appointment and Dismissal of Accounting Firms Zhongxingcai Guanghua Certified Public Accountants serves as the company's domestic accounting firm for the seventh consecutive year, with a remuneration of 1.05 million yuan, and was also appointed for the 2021 internal control audit Current Accounting Firm Information | Indicator | Content | | :--- | :--- | | Name of Domestic Accounting Firm | Zhongxingcai Guanghua Certified Public Accountants (Special General Partnership) | | Remuneration of Domestic Accounting Firm (10,000 Yuan) | 105 | | Consecutive Years of Audit Service by Domestic Accounting Firm | 7 Years | | Names of Certified Public Accountants at Domestic Accounting Firm | Li Xiaofei, Gao Tao | - The company did not change its accounting firm during the reporting period[179] - The company appointed Zhongxingcai Guanghua Certified Public Accountants as its internal control audit firm for 2021, with a fee of 600,000 yuan[179] IX. Delisting Risk After Annual Report Disclosure The company did not face delisting risk after the annual report disclosure during the reporting period - The company did not face delisting risk after the annual report disclosure during the reporting period[180] X. Bankruptcy and Reorganization Matters The company had no bankruptcy and reorganization matters during the reporting period - The company had no bankruptcy and reorganization matters during the reporting period[181] XI. Significant Litigation and Arbitration Matters The company is involved in multiple significant litigations, including a 72.0878 million yuan performance compensation lawsuit for Northern Landscape and 97 pending lawsuits as a defendant totaling 746 million yuan - Due to the failure to meet performance commitments for the acquisition of Northern Landscape, the company sued Northern Municipal, Gao Xuegang, and others, with the court ruling that the defendants fulfill compensation obligations, involving 72.0878 million yuan[182] - This performance compensation lawsuit impacted 2021 total profit and net profit by 26.6412 million yuan, and 2022 Q1 total profit and net profit by 5.2124 million yuan[182] - Northern Landscape was sued by Tianjin Binhai Rural Commercial Bank for failing to repay a loan, involving 23.4 million yuan, and has received a civil judgment[184] - The company is a defendant in 97 pending lawsuits, with a total amount of 745.53015834 million yuan[185] - The company is actively resolving various litigation matters, but the specific impact of some matters on subsequent period profits cannot yet be determined[185] XII. Penalties and Rectification The company had no penalties or rectification during the reporting period - The company had no penalties or rectification during the reporting period[186] XIII. Integrity Status of the Company, its Controlling Shareholder, and Actual Controller The company and its actual controller, Guo Shaozeng, are listed as dishonest judgment debtors in multiple cases for failing to fulfill legal obligations, which may negatively impact the company's image but has not substantially affected operations Company and Actual Controller Listed as Dishonest Judgment Debtors | Debtor | Enforcement Court | Case Filing Date | Case Number | Fulfillment Status | Specific Circumstances of Dishonest Debtor Behavior | | :--- | :--- | :--- | :--- | :--- | :--- | | Kingland Technology, Kingland Northern, Guo Shaozeng | Tianjin Third Intermediate People's Court | January 27, 2021 | (2021) Jin 03 Zhi 134 Hao | All Unfulfilled | Violation of property reporting system | | Kingland Technology, Guo Shaozeng | Nanjing Gulou District People's Court | July 27, 2021 | (2021) Su 0106 Zhi 6057 Hao | All Unfulfilled | Ability to fulfill but refused to fulfill oblig