Financial Performance - The company's revenue for the fiscal year 2021 was approximately RMB 765.1 million, a decrease of about RMB 19.8 million or approximately 2.5% compared to RMB 784.9 million in fiscal year 2020[6] - Gross profit decreased from approximately RMB 152.5 million in fiscal year 2020 to approximately RMB 104.3 million in fiscal year 2021, representing a decline of about 31.6%[17] - Net profit fell from approximately RMB 62.6 million in fiscal year 2020 to approximately RMB 20.4 million in fiscal year 2021, a decrease of about 67.4%[6] - The gross margin and net margin for fiscal year 2021 were approximately 13.6% and 2.7%, respectively[6] - The sales revenue from ready-mixed concrete decreased from approximately RMB 537.4 million in fiscal year 2020 to approximately RMB 533.8 million in fiscal year 2021, a decline of about 0.7%[14] - The sales revenue from precast concrete components decreased from approximately RMB 247.5 million in fiscal year 2020 to approximately RMB 231.3 million in fiscal year 2021, a decline of about 6.5%[15] - The cost of sales increased from approximately RMB 632.4 million in fiscal year 2020 to approximately RMB 660.8 million in fiscal year 2021, an increase of about RMB 28.4 million or approximately 4.5%[16] - Other income rose from approximately RMB 49 million in FY2020 to approximately RMB 208 million in FY2021, representing an increase of about 324.5%[21] - Selling expenses decreased from approximately RMB 220 million in FY2020 to approximately RMB 196 million in FY2021, a reduction of about 10.9%[22] - Administrative expenses increased from approximately RMB 302 million in FY2020 to approximately RMB 436 million in FY2021, an increase of about 44.1%[23] - Net financing costs slightly decreased from approximately RMB 136 million in FY2020 to approximately RMB 130 million in FY2021, a decline of about 4.3%[24] - Income tax expenses decreased from approximately RMB 230 million in FY2020 to approximately RMB 131 million in FY2021, a reduction of about 43.0%[25] - The net profit for the year decreased from approximately RMB 626 million in FY2020 to approximately RMB 204 million in FY2021[28] Acquisitions and Expansion - The company successfully acquired land use rights adjacent to its existing production facility in August 2021, which will allow for new production lines and additional storage space for precast concrete components[6] - In November 2021, the company signed an agreement to conditionally acquire 100% equity of Ruitu Ming Sheng, expanding into solid waste processing and environmentally friendly building materials[7] - The company completed the acquisition of all equity interests in Rui Tu Ming Sheng in December 2021, which focuses on processing solid waste to produce and sell environmentally friendly building materials[36] - The company plans to expand its precast concrete component production capacity, with an allocation of HKD 199.6 million, of which HKD 7.1 million has been used[41] - The company has reallocated approximately HKD 4.7 million of unutilized proceeds for expanding precast concrete capacity due to a successful land acquisition[41] Shareholder Information - The largest customer accounted for approximately 15.9% of total revenue in the fiscal year 2021, while the top five customers represented about 40.4%[62] - The company does not recommend any final dividend for the fiscal year 2021, and future dividends will depend on various factors including market conditions and financial performance[52] - The company has no provisions for preemptive rights for existing shareholders regarding new shares under its articles or Cayman Islands law[66] - As of December 31, 2021, Mr. Ye Zhi Jie held 364,706,100 shares, representing approximately 48.76% of the company's issued share capital[76] - Mr. Huang Wen Gui held 121,568,700 shares, representing approximately 16.25% of the company's issued share capital[76] - The total number of issued shares as of the report date was 748,000,000[77] - The company has not established any arrangements that would allow directors or senior management to hold any interests in the company's shares during the fiscal year 2021[77] Corporate Governance - The company has confirmed the independence of all independent non-executive directors as per Listing Rule 3.13[72] - The service contracts for executive directors are for an initial term of three years, starting from March 4, 2021[73] - The company reported no arrangements that would allow directors to profit from the purchase of shares or debt securities during the fiscal year 2021[85] - There were no significant transactions, arrangements, or contracts in which directors had a substantial interest during the fiscal year 2021[86] - The company maintained compliance with all relevant laws and regulations, including the Cayman Islands Companies Law and listing rules, during the fiscal year 2021[95] - The audit committee reviewed the annual performance and financial statements of the group and the company for the year ended December 31, 2021[96] - The company has adopted a code of conduct for directors regarding securities trading, ensuring compliance with the standard code[102] - There were no known incidents of non-compliance with the standards set forth in the code of conduct for directors during the fiscal year 2021[103] - The board is committed to establishing sound corporate governance principles and practices to protect shareholder interests and enhance corporate value[101] - The company will continue to review and monitor its corporate governance practices to ensure compliance with the corporate governance code[101] - The board of directors held one annual general meeting and six board meetings during the fiscal year 2021, with all directors attending all board meetings[126] - The audit committee, composed of three independent non-executive directors, held two meetings in the fiscal year 2021, with full attendance from its members[139] - The company has established three committees: the audit committee, the remuneration committee, and the nomination committee, each with specific written terms of reference[135] - The chairman and CEO roles are held by Mr. Ye Zhi Jie and Mr. Huang Wen Gui, respectively, ensuring a clear division of responsibilities[128] - The company has received annual written confirmations of independence from all independent non-executive directors, affirming their compliance with listing rules[131] - The company arranged training courses for all directors to enhance their knowledge and skills, covering topics such as corporate governance and regulatory updates[134] - The company has a policy for the appointment and re-election of directors, ensuring that one-third of the directors retire at each annual general meeting[132] - The audit committee is responsible for recommending the appointment and remuneration of external auditors, ensuring their independence and effectiveness[140] - The company has committed to continuous professional development for its directors, providing them with relevant reading materials and compliance handbooks[134] - The board regularly reviews the composition and contributions of its directors to ensure diversity and sustainability[126] - The company held two remuneration committee meetings in the fiscal year 2021, with attendance as follows: Huang Youling (0/1), Jiang Qinjian (1/1), Wang Duanxiu (2/2), Cai Huinong (2/2) [146] - The remuneration committee reviewed the remuneration of directors and senior management, with details disclosed in the financial statements notes 9 and 33 of the annual report [149] - The external auditor provided audit services for the fiscal year 2021, with total fees amounting to RMB 2,314,000, compared to RMB 3,020,000 in the previous year [162] - The company confirmed that there are no significant uncertainties affecting its business or doubts regarding its ability to continue as a going concern [160] - The company’s remuneration committee adopted the recommendations outlined in the corporate governance code E.1.2(c)(ii) [148] - The company’s nomination committee held two meetings in the fiscal year 2021, with attendance as follows: Cai Huinong (2/2), Wang Duanxiu (2/2), Huang Youling (0/1), Jiang Qinjian (1/1) [156] - The external auditor provided non-audit services in the previous year amounting to RMB 2,740,000, which were related to services provided for the share offering [162] - The company’s board of directors is responsible for preparing and presenting true and fair financial statements based on applicable statutory requirements [160] - The company’s nomination committee is responsible for evaluating the independence of independent non-executive directors [157] - The company’s joint company secretary received no less than 15 hours of relevant professional training as required by the listing rules [164] Risk Management and ESG - The company has adopted a risk management and internal control framework based on the internationally recognized framework issued by the Committee of Sponsoring Organizations, ensuring effective management of significant financial, operational, and compliance risks[166] - An independent internal control consulting firm was engaged to review key business processes and internal control systems, with findings and recommendations submitted to the board and audit committee[171] - The board believes that the existing risk management and internal control systems are adequate and effective in managing significant risks associated with financial, operational, and compliance matters[174] - The company has reported a comprehensive environmental, social, and governance (ESG) report for the fiscal year 2021, covering the period from January 1, 2021, to December 31, 2021[194] - The board of directors is responsible for identifying and assessing ESG-related risks and determining the strategies and scope for ESG initiatives[195] - An ESG working group has been established, consisting of four members, including the chairman of the audit committee, CEO, COO, and an executive director, to implement ESG measures and monitor related data[195] - The company has complied with the "comply or explain" provisions of the ESG reporting guidelines for the fiscal year 2020[194] - The ESG working group is required to hold meetings at least once a year to ensure active participation in ESG matters[197] - The company has a structured approach to managing ESG risks, including risk management and internal control systems[195] - The ESG report has been approved by the board, confirming that it fairly presents the company's management methods and performance in ESG matters[194] - The company has established a comprehensive index for compliance with ESG reporting guidelines for reference[194] - The company is committed to continuous monitoring and improvement of its ESG performance through data collection and analysis[196] - The board has the authority to engage experts to assist in researching and preparing ESG-related matters, with costs borne by the company[198]
智欣集团控股(02187) - 2021 - 年度财报