*ST榕泰(600589) - 2021 Q4 - 年度财报

Important Notice Statement of the Board of Directors, Supervisory Committee, and Senior Management The Board of Directors, Supervisory Committee, and senior management guarantee the truthfulness, accuracy, and completeness of the annual report and assume legal responsibility - The company's Board of Directors, Supervisory Committee, and all directors, supervisors, and senior management guarantee the truthfulness, accuracy, and completeness of the annual report's content, confirm that there are no false records, misleading statements, or major omissions, and assume individual and joint legal liability[4] Audit Report Opinion Dahua Certified Public Accountants (Special General Partnership) issued a qualified opinion audit report for the company's 2021 financial statements, with the Board of Directors and Supervisory Committee providing detailed explanations for investors' attention - Dahua Certified Public Accountants (Special General Partnership) issued a qualified opinion audit report for the company[6] - The company's Board of Directors and Supervisory Committee have provided detailed explanations on the matters related to the qualified opinion, which investors are advised to read carefully[6] Profit Distribution Plan Due to a net loss attributable to parent company shareholders and tight liquidity in 2021, the company decided against cash dividends or capitalization of capital reserves for the year - The company's net profit attributable to parent company shareholders for 2021 was negative[8] - The company is currently facing tight asset liquidity[8] - The company has decided not to distribute cash dividends or capitalize capital reserves for the 2021 fiscal year[8] Major Risk Warning The company faces multiple major risks, including asset freezes due to tight liquidity, regulatory penalties for information disclosure violations, and a potential "other risk warning" due to a negative opinion on its internal control audit report - The company failed to repay financial institution loans on time due to tight liquidity, resulting in the freezing of some assets by financial institutions[11] - The company received an administrative regulatory measure decision from the Guangdong Regulatory Bureau of the China Securities Regulatory Commission, which imposed a warning measure[11] - The company faces the risk of being subjected to an "other risk warning" due to a negative opinion on its internal control audit report from its accountants[11] Section I Definitions Definitions of Common Terms This chapter lists and defines common terms used in the report, covering company names, major shareholders, subsidiaries, core products, and internet business terms to aid reader comprehension - "The Company" or "ST Rongtai" refers to Guangdong Rongtai Industrial Co, Ltd[15] - ML amino composite material is a new generation of resin-based functional composite material developed by the company by changing raw material formulas, serving as an upgraded product[15] - IDC refers to Internet Data Center, providing services such as domain name application, virtual hosting, server hosting and rental, and cloud hosting[15] Section II Company Profile and Key Financial Indicators Company Information This section provides the company's basic registration information, including its Chinese name, abbreviation, foreign name, and legal representative, clarifying its identity and legal status - The company's Chinese name is Guangdong Rongtai Industrial Co, Ltd, and its Chinese abbreviation is ST Rongtai[18] - The company's legal representative is Yang Baosheng[18] Contact Persons and Methods This section lists the names, contact addresses, telephone numbers, fax numbers, and email addresses of the company's Board Secretary and Securities Affairs Representative for communication purposes - The Board Secretary is Yang Baosheng, and the Securities Affairs Representative is Wang Gengdong[19] - The company's contact address is West Side, Jiedong Economic Development Zone, Jieyang City, Guangdong Province, and the email address is 600589@rongtai.com.cn[19] Basic Information Overview This section provides basic information such as the company's registered address, office address, postal code, website, and email address, facilitating external understanding of its location and online contact methods - The company's registered address is No 1, Xinxing East 2nd Road, Rongcheng District, Jieyang City, Guangdong Province, and its office address is West Side, Jiedong Economic Development Zone, Jieyang City, Guangdong Province[20] - The company's website is WWW.GDRONGTAI.CN[20](index=20&type=chunk) Information Disclosure and Report Availability This section specifies the media for the company's annual report disclosure, the stock exchange website, and the location where the report is available, ensuring transparency and accessibility of information - The media for the company's annual report disclosure include "China Securities Journal," "Shanghai Securities News," "Securities Times," and "Securities Daily"[21] - The stock exchange website for the company's annual report disclosure is www.sse.com.cn[21](index=21&type=chunk) Company Stock Profile This section introduces the company's stock listing exchange, stock abbreviation, and stock code for investor inquiry and trading - The company's A-shares are listed on the Shanghai Stock Exchange, with the stock abbreviation ST Rongtai and stock code 600589[22] Other Relevant Information This section discloses information about the accounting firm engaged by the company, including its name, office address, and the names of the signing accountants, reflecting the independence and professionalism of the company's financial audit - The accounting firm engaged by the company is Dahua Certified Public Accountants (Special General Partnership)[23] - The signing accountants are Jiang Chunyou and Wu Shaohua[23] Key Accounting Data and Financial Indicators for the Last Three Years The company's operating performance has continuously declined over the past three years, with key accounting data and financial indicators showing a deteriorating trend, reflecting severe operational challenges - The company's operating performance has continuously declined over the past three years, with accounting data and financial indicators showing a deteriorating trend[27] - The company urgently needs to further improve its operational management and strive for transformation and upgrading to ensure the enhancement of its operating level and the optimization of its accounting data and financial indicators[27] Key Accounting Data for the Last Three Years | Indicator | 2021 (Yuan) | 2020 (Adjusted, Yuan) | 2019 (Adjusted, Yuan) | Year-over-Year Change (%) | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 779,979,506.72 | 1,068,748,228.38 | 1,427,743,202.53 | -27.02 | | Net Profit Attributable to Shareholders of the Listed Company | -709,395,828.90 | -1,226,197,164.90 | -624,387,137.95 | -42.15 | | Net Cash Flow from Operating Activities | -418,189,197.28 | -325,108,362.59 | 69,937,285.32 | Not Applicable | Key Financial Indicators for the Last Three Years | Indicator | 2021 | 2020 (Adjusted) | 2019 (Adjusted) | Year-over-Year Change (%) | | :--- | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (Yuan/Share) | -1.01 | -1.74 | -0.89 | -41.95 | | Weighted Average Return on Equity (%) | -59.54 | -56.14 | -18.53 | Decrease of 3.40 percentage points | Differences in Accounting Data under Domestic and Foreign Accounting Standards During the reporting period, the company did not have any differences in net profit or net assets attributable to shareholders of the listed company between financial reports disclosed under international or foreign accounting standards and Chinese accounting standards - The company has no differences in accounting data under domestic and foreign accounting standards[28][29] Quarterly Key Financial Data for 2021 The company's quarterly financial data for 2021 shows a significant negative growth in net profit attributable to shareholders and net cash flow from operating activities in the fourth quarter, mainly due to adjustments in the revenue recognition method for processing services during the annual audit Quarterly Key Financial Data for 2021 | Indicator | Q1 (Jan-Mar) | Q2 (Apr-Jun) | Q3 (Jul-Sep) | Q4 (Oct-Dec) | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 276,889,581.97 | 265,538,648.51 | 151,024,969.48 | 86,526,306.76 | | Net Profit Attributable to Shareholders of the Listed Company | -12,561,253.73 | 17,496,552.73 | -37,345,984.48 | -676,985,143.42 | | Net Cash Flow from Operating Activities | -425,856,001.78 | 287,861,186.34 | -220,387,341.74 | -59,807,040.10 | - The quarterly operating revenue data differs from the semi-annual and third-quarter reports, mainly because during the annual audit, some product sales were reclassified as processing services, resulting in a corresponding reduction in operating revenue for the second and third quarters[30] Non-recurring Profit and Loss Items and Amounts The company's total non-recurring profit and loss for 2021 was -247,347,197.88 Yuan, primarily influenced by gains and losses on the disposal of non-current assets, net profit of subsidiaries from the beginning of the period to the merger date, and other non-operating income and expenses Non-recurring Profit and Loss Items and Amounts for 2021 | Non-recurring Profit and Loss Item | 2021 Amount (Yuan) | 2020 Amount (Yuan) | 2019 Amount (Yuan) | | :--- | :--- | :--- | :--- | | Gains and losses on disposal of non-current assets | -180,388,324.37 | 0.00 | 218,022,724.05 | | Government grants included in current profit or loss | 229,166.67 | 250,000.00 | 350,000.00 | | Net profit of subsidiaries from the beginning of the period to the merger date for business combinations under common control | -54,238,904.32 | 0.00 | 0.00 | | Other non-operating income and expenses besides the above items | -41,012,338.87 | 4,327,852.26 | -14,469,357.19 | | Other profit and loss items that meet the definition of non-recurring profit and loss | 28,080,015.77 | 2,965,772.20 | 9,600.00 | | Less: Income tax effect | 16,812.76 | 1,131,543.67 | 31,490,210.45 | | Total | -247,347,197.88 | 6,412,080.79 | 171,644,921.59 | Items Measured at Fair Value The company had no items measured at fair value during the reporting period - The company had no items measured at fair value during the reporting period[34] Other This section has no other matters to disclose Section III Management Discussion and Analysis Discussion and Analysis of Operating Performance In 2021, the company's chemical business faced rising raw material prices and shrinking downstream demand, leading to a decline in gross margin, while its internet business struggled due to a lack of proprietary data centers - In 2021, due to factors such as the COVID-19 pandemic and international instability, the chemical business faced volatile and rising upstream raw material prices and shrinking downstream customer export demand, leading to a decline in product sales gross margin[35] - The internet comprehensive business saw a significant decline in operating performance due to the weakening advantage of multi-line bandwidth services without proprietary data centers, compounded by the pandemic's impact[35] - The company plans to align with the national "East-Data-West-Computing" strategy, accelerate the construction of the Zhangbei Rongtai Data Center, and aims for it to be operational by 2023, making the internet business its main future development direction[36] - The company was penalized by the China Securities Regulatory Commission for illegal information disclosure, and its operating profit declined, leading to financial institutions withdrawing loans, resulting in a severe shortage of funds[37] Industry Situation during the Reporting Period The chemical materials industry is shifting towards energy conservation, functionalization, and large-scale integration, while the IDC industry is experiencing rapid growth driven by "new infrastructure" policies and emerging sectors - The chemical raw materials and products industry is affected by domestic economic structural adjustments and overcapacity, leading to a slowdown in fixed asset investment and potentially prolonged low demand for downstream export-oriented products[38] - The overall structure of the domestic chemical industry will shift towards greater energy conservation, environmental protection, product functionalization, and large-scale integrated production bases[38] - China's IDC industry is in a high-speed development phase, driven by government policies and the growth of emerging industries, with data center construction listed as part of the "new infrastructure" initiative[38] - Cloud computing is the core technology and main direction for the development of next-generation internet data centers, with the domestic CDN industry and IDC demand continuing to maintain a high-speed growth trend[38][39] Business Operations during the Reporting Period During the reporting period, the company's chemical business faced dual pressures of rising costs and reduced demand, while its internet services business was hampered by a weakened bandwidth advantage and the pandemic's impact - The main products in the chemical industry, ML materials and modified PVC, saw a decline in production and sales volumes, with some phthalic anhydride and dioctyl phthalate products shifting to a processing nature, making chemical business operations difficult[40] - In the internet comprehensive services industry, due to the weakening advantage of multi-line bandwidth services and the impact of the pandemic, major customers were unable to expand, prompting the company to actively deploy data center resources to attract them[40] Analysis of Core Competitiveness during the Reporting Period The company holds patents for its ML amino composite material, which offers superior performance at a lower cost, and its subsidiary, Sinnet, possesses extensive IDC experience and advanced technology, ensuring high-quality internet services - The company holds a patent for ML amino composite material (high-polymer amino composite), with its production formula and process authorized by the State Patent Office; this material shows significant improvements in mechanical, physical, and sanitary properties, with a 20% reduction in production costs[42] - Sinnet has over ten years of experience in IDC operations, possessing industry-leading technical reserves and service experience, and has won numerous industry awards[43] - Sinnet holds multiple software copyrights, including "Sinnet IDC Data Management Center Management Software V1.0" and "Sinnet Cloud Computing Management System V1.0," demonstrating its grasp of core technologies[43] - Sinnet's IDC products use a proprietary dual-layer ring network technology, and its cloud platform, built on OpenStack technology and certified by Trusted Cloud, achieves second-level creation, billing, and response, with data durability exceeding 99.9999%[44] Main Operating Performance during the Reporting Period In 2021, the company's chemical business saw a significant drop in ML material sales and gross margin, while internet services revenue grew but its margin fell due to increased costs, leading to an overall revenue decline and increased cash outflow - Production of ML material products decreased by 49.75% year-on-year, and sales volume decreased by 40.81%; the gross margin dropped by approximately 28.63 percentage points[45] - Internet comprehensive services revenue was 298.81 million Yuan, a year-on-year increase of 6.72%, but the gross margin decreased by approximately 14.66 percentage points due to increased costs from accelerating the deployment of cabinet resources by its subsidiary Sinnet[45][46] - The company's net cash outflow from operating activities increased year-on-year, mainly due to significant cash outflows related to operating activities caused by the controlling shareholder's appropriation of funds[49] (I) Analysis of Main Business Operations The company's main business revenue decreased by 27.02% year-on-year, while selling expenses surged by 124.75% due to a new subsidiary and business expansion, and management expenses fell by 53.61% 2. Analysis of Revenue and Costs The chemical industry revenue dropped by 40.18% with a 16.63 percentage point decrease in gross margin, while internet services revenue grew by 6.72% but its gross margin fell by 14.66 percentage points due to increased costs Main Business by Industry, Product, Region, and Sales Model | By Industry | Operating Revenue (Yuan) | Operating Cost (Yuan) | Gross Margin (%) | Revenue YoY Change (%) | Cost YoY Change (%) | Gross Margin YoY Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Chemical | 469,086,587.88 | 487,237,807.91 | -3.87 | -40.18 | -28.78 | Decrease of 16.63 percentage points | | Internet Comprehensive Services | 298,810,539.16 | 349,920,430.36 | -17.10 | 6.72 | 21.99 | Decrease of 14.66 percentage points | | By Product | Operating Revenue (Yuan) | Operating Cost (Yuan) | Gross Margin (%) | Revenue YoY Change (%) | Cost YoY Change (%) | Gross Margin YoY Change (%) | | ML Material | 263,073,099.84 | 288,416,650.94 | -9.63 | -45.98 | -26.88 | Decrease of 28.63 percentage points | | Phthalic Anhydride, Dioctyl Phthalate & Other Chemical Products | 206,013,488.04 | 198,821,156.97 | 3.49 | -30.69 | -31.36 | Increase of 0.95 percentage points | | Internet Comprehensive Services | 298,810,539.16 | 349,920,430.36 | -17.10 | 6.72 | 21.99 | Decrease of 14.66 percentage points | Analysis of Production and Sales Volume | Main Product | Unit | Production Volume | Sales Volume | Inventory | Production Volume YoY Change (%) | Sales Volume YoY Change (%) | Inventory YoY Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | ML Material | Ton | 41,470.00 | 47,120.26 | 1,290.90 | -49.75 | -40.81 | -81.40 | | Phthalic Anhydride, Dioctyl Phthalate & Other Chemical Products | Ton | 34,439.52 | 28,386.34 | 7,753.73 | -31.03 | -42.38 | 355.95 | - During the period, the company added a new consolidated subsidiary, Jieyang Jiafu Industrial Co, Ltd, which was accounted for as a business combination under common control[59] 3. Expenses During the reporting period, selling expenses increased significantly by 124.75%, while management expenses decreased by 53.61%, and financial expenses rose by 9.48% Expense Variation | Item | Current Period (Yuan) | Prior Period (Yuan) | Change (%) | | :--- | :--- | :--- | :--- | | Selling Expenses | 22,181,058.41 | 9,869,010.09 | 124.75 | | Management Expenses | 161,663,678.83 | 348,501,143.35 | -53.61 | | R&D Expenses | 36,798,269.87 | 49,781,833.10 | -26.08 | | Financial Expenses | 85,540,934.19 | 78,137,100.27 | 9.48 | | Including: Interest Expense | 86,541,509.48 | 82,297,924.12 | 5.16 | | Interest Income | 2,019,880.93 | 7,809,041.84 | -74.13 | - Selling expenses increased significantly by 124.75%, mainly due to the addition of a new consolidated subsidiary and increased sales activities to expand the customer base for the internet services business[64] - Management expenses decreased by 53.61% year-on-year, primarily because the previous year's management expenses included significant inventory losses due to mismanagement, which improved in the current year[64] - Financial expenses increased by 9.48%, mainly due to higher borrowing interest rates and overdue interest during the year[49] 4. R&D Investment In 2021, the company's total R&D investment was 36,798,269.87 Yuan, accounting for 4.72% of operating revenue, with all R&D expenses being expensed R&D Investment Details | Indicator | Amount (Yuan) | | :--- | :--- | | Expensed R&D Investment for the Period | 36,798,269.87 | | Total R&D Investment | 36,798,269.87 | | R&D Investment as a Percentage of Operating Revenue (%) | 4.72 | | Capitalized R&D Investment Ratio (%) | 0.00 | R&D Personnel Details | Indicator | Quantity | | :--- | :--- | | Number of R&D Personnel | 105 | | R&D Personnel as a Percentage of Total Employees (%) | 18.68 | | Bachelor's Degree | 16 | | College Diploma | 81 | | Under 30 years old (exclusive) | 63 | 5. Cash Flow In 2021, the company's net cash flow from operating activities was -418,189,197.28 Yuan, with an increased net outflow compared to the previous year, while investment and financing cash flows also saw significant shifts Net Cash Flow Variation | Item | Current Period (Yuan) | Prior Period (Yuan) | Change (%) | | :--- | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | -418,189,197.28 | -325,108,362.59 | Not Applicable | | Net Cash Flow from Investing Activities | 695,532.37 | -65,642,742.21 | Not Applicable | | Net Cash Flow from Financing Activities | -132,244,626.13 | 102,103,224.00 | Not Applicable | - Net cash flow from investing activities shifted from a large net outflow last year to a small net inflow this year, mainly because the company suspended investment expenditures due to tight funds and generated cash inflow from the disposal of a joint venture[49] - Net cash flow from financing activities shifted from a net inflow last year to a net outflow this year, primarily because the company repaid some bank loans as banks tightened credit, whereas it had increased borrowings from financial institutions in the previous year[49] (II) Explanation of Significant Changes in Profit due to Non-Main Business Operations The company had no significant changes in profit due to non-main business operations during the reporting period - The company had no significant changes in profit due to non-main business operations during the reporting period[67] (III) Analysis of Assets and Liabilities The company's total assets and net assets attributable to shareholders decreased by 51.52% and 94.69% respectively, with significant reductions in cash, receivables, inventory, fixed assets, and goodwill, while accounts payable and provisions increased sharply Changes in Assets and Liabilities | Item Name | Closing Balance (Yuan) | % of Total Assets | Opening Balance (Yuan) | % of Total Assets | Change (%) | Explanation | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Cash and Cash Equivalents | 45,620,456.19 | 2.45 | 718,639,191.44 | 18.63 | -93.65 | Lower cash holdings at the end of the period | | Other Receivables | 384,537,187.38 | 20.61 | 1,155,765,184.99 | 29.96 | -66.73 | Decrease in outstanding amounts after recovering funds from the controlling shareholder and settling debts with assets | | Inventory | 92,029,183.28 | 4.93 | 167,950,418.95 | 4.35 | -45.20 | Decrease in inventory at the end of the period | | Fixed Assets | 177,280,247.10 | 9.50 | 306,583,696.65 | 7.95 | -42.18 | Decrease due to write-offs of old equipment and some assets at the new chemical base | | Construction in Progress | 83,957,827.85 | 4.50 | 156,348,708.70 | 4.05 | -46.30 | Decrease due to write-offs of some projects at the new chemical base that are not expected to continue | | Goodwill | 73,820,614.60 | 3.96 | 187,336,391.95 | 4.86 | -60.59 | Impairment provision due to continued decline in performance of subsidiary Sinnet and further decrease in asset group value | | Long-term Deferred Expenses | 25,787,416.53 | 1.38 | 2,158,859.13 | 0.06 | 1,094.49 | Increase in long-term deferred expenses due to major repairs of aging equipment | | Notes Payable | 40,000,000.00 | 2.14 | 308,601,500.00 | 8.00 | -87.04 | Decrease in balance as no new notes were issued after maturity | | Accounts Payable | 182,803,040.88 | 9.80 | 80,730,334.67 | 2.09 | 126.44 | Increase in outstanding procurement payments | | Other Payables | 54,393,205.50 | 2.92 | 370,031,065.38 | 9.59 | -85.30 | Decrease in balance after transferring out funds received from the controlling shareholder at the beginning of the year | | Provisions | 26,262,133.26 | 1.41 | 7,991,820.04 | 0.21 | 228.61 | Increase in provisions for expected payables due to lawsuits filed by creditors | | Retained Earnings | -1,893,143,337.02 | -101.47 | -1,383,577,290.47 | -35.87 | 36.83 | Decrease in retained earnings due to significant losses | Major Restricted Assets at the End of the Reporting Period | Item | Closing Balance (Yuan) | Reason for Restriction | | :--- | :--- | :--- | | Cash and Cash Equivalents | 24,176,252.81 | See Note VI, Comment 1 for restricted cash and cash equivalents | | Fixed Assets | 119,807,863.28 | Loan collateral, finance leaseback collateral | | Intangible Assets | 179,650,977.17 | Loan collateral | | Investment Property | 54,421,090.40 | Loan collateral | | Total | 378,056,183.66 | / | (IV) Analysis of Industry-Specific Operational Information The chemical new materials industry faces diminishing domestic advantages, while the internet services sector benefits from policy support and technological advancements, though competition is intensifying in both fields - The production and competitive advantages of the chemical new materials industry in China are gradually diminishing, and the market demand for export-oriented products may remain low for a long time[71][73] - The internet services industry is benefiting from the national "Broadband China" strategy, internet video, e-commerce, cloud computing, IoT, and 5G technology development, with CDN and IDC demand continuing to grow at a high speed[71][74] - The company is a leading enterprise in the domestic amino plastics industry and a leader in the plasticizer industry in the Chaoshan region, but the plasticizer industry faces overcapacity issues[75] Year-over-Year Price Changes of Major Raw Materials | Major Raw Material | YoY Price Change (%) | | :--- | :--- | | Pulp | 40.65 | | Urea | 28.25 | | Methanol | 44.52 | - Raw material prices rose significantly year-on-year, increasing the company's operating cost ratio and causing a noticeable decline in gross margin[84] Comparison of Main Business Gross Margins | Sub-industry | Gross Margin (%) | Gross Margin YoY Change (%) | Peer Product Gross Margin Situation | | :--- | :--- | :--- | :--- | | Chemical New Materials | -3.87 | -16.63 | The industry's overall gross margin has declined due to decreased demand from the pandemic, but the impact on the company is more direct as a larger proportion of its downstream customers are export-oriented, resulting in a lower gross margin than peers | | Internet Comprehensive Services | -17.10 | -14.66 | The industry's gross margin has declined; the company's increased deployment of cabinet resources to expand its business has led to higher costs before capacity is fully utilized, causing a decrease in gross margin | (V) Analysis of Investment Status The company had no major equity investments, non-equity investments, financial assets measured at fair value, or progress on major asset reorganizations during the reporting period - The company had no major equity investments, non-equity investments, financial assets measured at fair value, or progress on major asset reorganizations during the reporting period[88][89] (VI) Major Asset and Equity Sales The company had no major asset and equity sales during the reporting period - The company had no major asset and equity sales during the reporting period[89] (VII) Analysis of Major Holding and Participating Companies The company had no analysis of major holding and participating companies during the reporting period - The company had no analysis of major holding and participating companies during the reporting period[89] (VIII) Company-Controlled Structured Entities The company had no controlled structured entities during the reporting period - The company had no controlled structured entities during the reporting period[89] Company's Discussion and Analysis of Future Development The company's future strategy involves gradually exiting the chemical sector to fully transition into internet services, focusing on the "East-Data-West-Computing" strategy by accelerating the construction of the Zhangbei data center and expanding its data center sales business - The company plans to maintain the operational capabilities of its existing chemical products while gradually and orderly exiting investments and operations in the chemical sector[89] - The company will shift its financial, human, and other economic resources towards the internet services sector, aligning with the national "East-Data-West-Computing" strategy to invest in and operate data centers at key computing hubs, and accelerate the construction of the Zhangbei Rongtai Data Center, aiming for it to be operational by 2023[90] - The company will enhance its sustainable operational capabilities by consolidating and improving its internet enterprise service products, integrating existing platform resources, expanding its data center sales business, streamlining redundant resources, improving resource utilization efficiency, and strengthening cost control[90] - The company has signed a "Data Center Hosting Service Framework Agreement" with a well-known domestic mobile phone manufacturer for 1,500 and 5,000 cabinets, and has also signed a supplementary bandwidth expansion agreement[91] (I) Industry Landscape and Trends The chemical materials industry faces declining domestic advantages, prompting the company's planned exit, while the internet services sector is set to benefit from the "East-Data-West-Computing" strategy, encouraging increased investment in data center operations - The production and competitive advantages of the chemical materials industry in China are gradually diminishing, and the market demand for export-oriented products may remain low for a long time, leading the company to plan a gradual and orderly exit from the chemical sector[89] - The internet services sector will align with the national "East-Data-West-Computing" strategy, deploying and operating data centers within the national integrated big data center system, and accelerating the construction of the Zhangbei Rongtai Data Center to be operational by 2023[90] - The company will consolidate and improve its internet enterprise service products, integrate existing platform resources, expand its data center sales business, streamline redundant resources, enhance resource utilization efficiency, and strengthen cost control[90] (II) Company Development Strategy The company's development strategy is to gradually exit the chemical sector and transition smoothly from a dual-core business model to focusing on internet comprehensive services like IDC and cloud computing to enhance profitability - The company will maintain the operational capabilities of its existing products while gradually and orderly exiting investments and operations in the chemical sector[93] - The company will further expand its IDC, cloud computing, and other internet service businesses, achieving a smooth transition from a dual-core business model to an internet comprehensive services business to enhance its profitability[93] (III) Business Plan The company's business plan is to increase and accelerate investment in the Zhangbei Rongtai Cloud Data Center, aiming for the project to become operational as soon as possible to achieve sustained growth in business performance - The company will increase and accelerate investment in the Zhangbei Rongtai Cloud Data Center, striving for the project to become operational as soon as possible to achieve sustained growth in the company's business performance[94] (IV) Potential Risks The company faces multiple risks including currency fluctuations, tight liquidity, intensified competition, technological innovation, and loss of key personnel, which it plans to mitigate through various strategic measures - The company's downstream customers are mostly export-oriented, and strong exchange rate fluctuations could reduce customer profits, increasing the company's bad debt risk[95] - The company's tight cash flow and failure to repay some overdue debts pose a risk of financial institutions freezing its assets[95] - The chemical new materials industry has a relatively small average business scale, faces overcapacity and industry consolidation, and has a high dependence on imported fine chemicals, leading to increasing competition risk[95] - The promising market prospects of the IDC and cloud computing industries may attract more investors, leading to intensified competition in the future[95] - The rapid development of the internet industry requires fast updates of core technologies, making technological innovation and business integration in IDC and cloud computing essential, thus posing a technological innovation risk[96] - As a knowledge-intensive industry, cloud computing is highly dependent on high-level talent, posing a risk of losing key personnel[97] (V) Other This section has no other matters to disclose Explanation of Non-Disclosure due to Inapplicability of Standards, National Secrets, or Commercial Secrets The company had no instances of non-disclosure due to the inapplicability of standards, national secrets, or commercial secrets during the reporting period - The company had no instances of non-disclosure due to the inapplicability of standards, national secrets, or commercial secrets during the reporting period[98] Section IV Corporate Governance Corporate Governance Overview The company adheres to a customer-centric value system, continuously improves its corporate governance structure in compliance with laws and regulations, and has established a system of checks and balances among its governing bodies to ensure standardized operations and information disclosure - The company adheres to the core values of being customer-centric, creating a harmonious enterprise, and pursuing scientific and inclusive development[99] - The company strictly complies with laws and regulations such as the "Company Law," "Securities Law," and "Code of Corporate Governance for Listed Companies" to establish and continuously improve its corporate governance structure, promote standardized operations, and enhance information disclosure[99] - The company has formed a mechanism of clear responsibilities and effective checks and balances among shareholders, the Board of Directors, and management, and has formulated a series of rules including the "Rules of Procedure for the General Meeting of Shareholders" and "Rules of Procedure for the Board of Directors"[99] - During the reporting period, the company strictly implemented its profit distribution policy in accordance with the "Articles of Association" and "Cash Dividend Management System," protecting the rights and interests of minority shareholders and investors[100] Independence of the Company from its Controlling Shareholder and Actual Controller, and Competition During the reporting period, the company had no specific measures taken by its controlling shareholder or actual controller to ensure its independence, nor were there any solutions implemented to address issues affecting its independence or any instances of competition - The company had no specific measures taken by its controlling shareholder or actual controller to ensure its independence, nor were there any solutions implemented to address issues affecting its independence during the reporting period[102] - The company has no instances of competition from its controlling shareholder, actual controller, or other entities under their control engaged in the same or similar businesses, and there have been no significant changes in competition[102] General Meetings of Shareholders Overview In 2021, the company held four general meetings of shareholders, approving key resolutions such as the reappointment of the accounting firm, amendments to the articles of association, election of new supervisors and directors, and the annual report - In 2021, the company held a total of four general meetings of shareholders, including two extraordinary general meetings and one annual general meeting[102] - The general meetings approved resolutions such as the reappointment of the accounting firm, amendments to the articles of association, and the election of new supervisors and directors[102] - The 2020 Annual General Meeting approved the "Proposal on Terminating the Transfer of Subsidiary Equity to a Related Party and Resolving Part of the Fund Appropriation"[102] Information on Directors, Supervisors, and Senior Management During the reporting period, the company experienced significant changes in its board and senior management, with several directors and supervisors resigning and new members being appointed, while Chairman Yang Baosheng's shareholding decreased due to a passive reduction to repay debt - Chairman and General Manager Yang Baosheng's shareholding decreased by 1,618,000 shares during the reporting period due to a passive reduction to repay debt upon maturity[104] - During the reporting period, several independent directors, supervisors, directors, deputy general managers, and the chief financial officer resigned for personal reasons, and new directors, supervisors, and a chief financial officer were elected or appointed[111][112] - On May 13, 2021, the company and Yang Baosheng received an "Administrative Penalty Decision" from the Guangdong Regulatory Bureau of the China Securities Regulatory Commission; Yang Baosheng was warned and fined 3.3 million Yuan, and Feng Yusheng was warned and fined 500,000 Yuan[113] Board of Directors Meetings during the Reporting Period In 2021, the company's Board of Directors held eight meetings, approving numerous key resolutions including amendments to the articles of association, the annual report, profit distribution plan, and impairment provisions - In 2021, the company's Board of Directors held a total of eight meetings[114] - The Board of Directors approved key resolutions such as the "2020 Annual Report," "2020 Profit Distribution Plan," "Proposal on Provision for Goodwill, Credit, and Asset Impairment," and "Proposal on Terminating the Transfer of Subsidiary Equity to a Related Party and Resolving Part of the Fund Appropriation"[114] Directors' Performance of Duties During the reporting period, the Board of Directors held 8 meetings, with all directors attending in person or via communication, and no director missed two consecutive meetings or raised objections to any company matters - The number of board meetings held during the year was 8, with 6 of them held through a combination of on-site and communication methods[116] - All directors personally attended the board meetings they were required to attend, and no director missed two consecutive meetings[116] - The directors did not raise any objections to the company's matters[117] Board Committees The company's Board of Directors has four committees: Audit, Nomination, Remuneration and Appraisal, and Strategy, with the Nomination Committee holding four meetings during the reporting period to approve the election of new supervisors and directors Board Committee Members | Committee Type | Member Names | | :--- | :--- | | Audit Committee | Feng Yusheng, Liu Xiaoxuan, Wu Zhiping | | Nomination Committee | Liu Xiaoxuan, Yang Baosheng, Wu Zhiping | | Remuneration and Appraisal Committee | Feng Yusheng, Liu Xiaoxuan, Wu Zhiping | | Strategy Committee | Yang Baosheng, Feng Yusheng, Liu Xiaoxuan, Wu Zhiping | - During the reporting period, the Nomination Committee held 4 meetings, primarily to approve the election of new supervisors and directors[118][119] Supervisory Committee's Identification of Company Risks The Supervisory Committee did not identify any risks within the company during the reporting period - The Supervisory Committee did not identify any risks within the company during the reporting period[120] Employee Situation of the Parent Company and Major Subsidiaries at the End of the Reporting Period As of the end of the reporting period, the company had 562 employees, with a compensation policy based on position and performance, and a training system aimed at enhancing employee skills Employee Details | Indicator | Quantity | | :--- | :--- | | Number of Employees in the Parent Company | 436 | | Number of Employees in Major Subsidiaries | 126 | | Total Number of Employees | 562 | | Production Personnel | 332 | | Sales Personnel | 27 | | Technical Personnel | 106 | | Finance Personnel | 35 | | Administrative Personnel | 62 | | Graduate Degree or Above | 5 | | College Degree or Above | 87 | | Technical Secondary School or Below | 470 | - The company's compensation policy is primarily based on position, skills, seniority, and performance, with different compensation structures and performance assessments for various positions to ensure workforce stability and motivate employees[121] - The company has established a layered and categorized training system, holding regular learning seminars and lectures, actively organizing senior management training, and rewarding academic and degree advancements, effectively improving employees' overall quality and job skills[122][123] Profit Distribution or Capitalization of Capital Reserves Plan The company strictly adheres to its cash dividend policy as stipulated in its articles of association, ensuring that the decision-making process is complete and the rights of minority shareholders are protected - The company strictly implements its profit distribution policy in accordance with the "Articles of Association," "Cash Dividend Management System," and "Shareholder Return Plan for the Next Three Years (2021-2023)"[124] - The company's cash dividend policy complies with its articles of association, with clear dividend standards and ratios, a complete decision-making process, and diligent performance by independent directors, fully protecting the legal rights and interests of minority shareholders[125] - During the reporting period, the company was profitable and the parent company had distributable profits, but no cash dividend distribution plan was proposed[126] Company's Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures and Their Impact 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 during the reporting period[126] Internal Control System Development and Implementation during the Reporting Period The company has established a scientific management and internal control mechanism, but significant deficiencies were identified in fund and business management, including failure to prevent fund appropriation by the controlling shareholder and inadequate credit control, leading to substantial uncollected receivables - The company has established a scientific and reasonable management and internal control mechanism, improved its financial control model, and established a sound financial risk prevention system with a focus on prevention[127] - The company has optimized its internal control evaluation system, exploring the implementation of a performance and ethics-based reward and punishment system for management personnel[127] - There were significant deficiencies in internal control during the reporting period, including the failure to effectively manage borrowing activities and prevent the appropriation of company funds by the controlling shareholder and related parties[128][129] - There were significant deficiencies in business management, including the failure to conduct scientific credit evaluations of customers, control reasonable credit terms, retain complete records of goods flow, and actively pursue accounts receivable, resulting in a large number of customers failing to make timely payments[130] Management and Control of Subsidiaries during the Reporting Period The company exercises strict management control over its subsidiaries, ensuring their strategies align with the parent company's, participating in major decisions, and integrating their information disclosure into the parent company's system - The development strategies of wholly-owned and controlled subsidiaries must be formulated based on the parent company's development strategy and implemented after approval by the parent company[131] - The parent company participates in the major decisions, appointment and removal of general managers, and key personnel of subsidiaries by appointing directors or supervisors to them[131] - The company has established an assessment system for key personnel in subsidiaries and signs annual production and operation responsibility agreements, setting performance targets[131] - Major production and operation matters and annual financial budgets of wholly-owned and controlled subsidiaries must undergo the parent company's approval process[131] - The company has established an information disclosure and major event reporting system, integrating the information disclosure management of subsidiaries into the parent company's control[131] Internal Control Audit Report The company has disclosed its internal control audit report, which received a negative opinion, with details available in the announcement on the Shanghai Stock Exchange website dated April 30, 2022 - The company has disclosed its internal control audit report, which received a negative opinion[132] Rectification of Issues Identified in the Corporate Governance Special Action Self-Inspection The company has rectified the issue of non-operating fund appropriation by its controlling shareholder from 2018 to 2020, completing the repayment by the end of April 2021 and strengthening internal controls to prevent recurrence - The self-inspected issue was the non-operating appropriation of company funds by the controlling shareholder, actual controller Yang Baosheng, and his related parties from 2018 to 2020[132] - Rectification: The funds were fully repaid by the end of April 2021, internal control systems were improved, and regulations on related-party fund transactions were strictly enforced to prevent the recurrence of non-operating fund appropriation[132] - The company organized training for its management and the controlling shareholder's relevant personnel on regulations such as the "Securities Law" to strengthen the controlling shareholder's sense of responsibility and compliance awareness[132] Other This section has no other matters to disclose Section V Environment and Social Responsibility Environmental Information As a key pollutant-discharging entity, the company is equipped with wastewater and exhaust gas treatment facilities to ensure compliance with emission standards and has not received any environmental penalties during the reporting period - The company is a key pollutant-discharging entity designated by environmental protection authorities, mainly discharging waste gas (soot, sulfur dioxide) and wastewater (COD, petroleum, ammonia nitrogen)[134] - The company is equipped with a wastewater treatment facility with a daily capacity of 500 tons, implementing separate drainage for clean and polluted water, and ensuring treated production wastewater meets discharge standards[135] - The company has three boiler flue gas desulfurization facilities, using a dual-alkali desulfurization and wet dust removal process to ensure pollutants meet emission requirements after treatment[135] - The company has passed the environmental impact assessment for its construction projects and has formulated an "Emergency Plan for Environmental Incidents," conducting drills at least twice a year[136][137] - During the reporting period, the company did not receive any administrative penalties for environmental issues[139] Social Responsibility Work The company adheres to lawful operations, fulfills its information disclosure obligations, protects the rights of stakeholders, and actively engages in environmental protection and community development - The company adheres to lawful and compliant operations, fulfilling its information disclosure obligations comprehensively, accurately, completely, and in a timely manner, and actively accepts supervision from the government and the public[139] - The company focuses on protecting the legal rights and interests of stakeholders such as employees, shareholders, and creditors, emphasizes environmental protection and comprehensive resource utilization, and actively participates in social welfare activities[139] - The company protects shareholder rights and enhances corporate cohesion through improving governance, strengthening internal controls, information disclosure, and investor communication[139] - The company enhances employees' business ethics, compliance awareness, and integrity through activities such as anti-corruption education and professional ethics training[140] - The company prioritizes environmental protection in its development and strives to create local employment opportunities, giving preference to laid-off workers and providing internship opportunities for vocational school students[140] Consolidating and Expanding Poverty Alleviation Achievements and Rural Revitalization Work The company had no specific work related to consolidating and expanding poverty alleviation achievements or rural revitalization during the reporting period - The company had no specific work related to consolidating and expanding poverty alleviation achievements or rural revitalization during the reporting period[141] Section VI Important Matters Fulfillment of Commitments The company's controlling shareholder has fulfilled its commitment to avoid competition, and the company has committed to prioritizing cash dividends for the 2021-2023 period, with no profit forecasts or performance commitments made during the reporting period - The controlling shareholders, Guangdong Rongtai Advanced Ceramics Co, Ltd, and Jieyang Xingsheng Chemical Raw Materials Co, Ltd, have committed not to engage in the production or operation of products that are the same or similar to the company's, and have fulfilled this commitment in a timely and strict manner[143] - The company has committed to prioritizing cash dividends for profit distribution from 2021 to 2023, with the annual cash dividend being no less than 10% of the distributable profit of the parent company for that year, and in principle, cash dividends will be distributed once a year[143][144][145] - The company had **no profit fore