厦工股份(600815) - 2021 Q4 - 年度财报

Definitions This section defines key entities and common terms used throughout the report, including the Company, its controlling shareholder (Haixi Group), and indirect controlling shareholder (ITG Holding) - The report defines key entities such as the Company, its controlling shareholder (Haixi Group), and indirect controlling shareholder (ITG Holding), along with other frequently used terms[10] Company Profile and Key Financial Indicators Company Basic Information Xiamen XGMA Machinery Company Limited (Stock Abbreviation: XGMA, Code: 600815) is a construction machinery manufacturer listed on the Shanghai Stock Exchange, with Zeng Tingyi as its legal representative | Item | Content | | :--- | :--- | | Company Name | Xiamen XGMA Machinery Company Limited | | Stock Abbreviation | XGMA | | Stock Code | 600815 | | Listing Exchange | Shanghai Stock Exchange | | Legal Representative | Zeng Tingyi | Key Financial Data and Indicators In 2021, the company's operating performance significantly declined, with revenue decreasing by 19.21% to 1.55 billion CNY and net profit attributable to shareholders turning to a loss of 114.49 million CNY Key Accounting Data for the Past Three Years (Unit: CNY) | Key Accounting Data | 2021 | 2020 | Year-over-Year Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 1,551,270,313.18 | 1,920,119,497.55 | -19.21% | | Net Profit Attributable to Shareholders of the Listed Company | -114,485,131.61 | 37,600,450.63 | -404.48% | | Net Profit Attributable to Shareholders of the Listed Company After Deducting Non-Recurring Gains and Losses | -202,763,216.45 | -97,033,529.87 | N/A | | Net Cash Flow from Operating Activities | -114,001,736.86 | -310,052,867.26 | N/A | | Asset Status | End of 2021 | End of 2020 | Change from Prior Year-End (%) | | Net Assets Attributable to Shareholders of the Listed Company | 1,257,374,883.31 | 1,369,330,146.74 | -8.18% | | Total Assets | 2,940,113,910.34 | 3,473,665,980.94 | -15.36% | Key Financial Indicators for the Past Three Years | Key Financial Indicators | 2021 | 2020 | Year-over-Year Change (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (CNY/share) | -0.06 | 0.02 | -400% | | Weighted Average Return on Net Assets (%) | -8.72 | 2.79 | Decreased by 11.51 percentage points | | Weighted Average Return on Net Assets After Deducting Non-Recurring Gains and Losses (%) | -15.44 | -7.20 | Decreased by 8.24 percentage points | - In 2021, the company's non-recurring gains and losses totaled 88.28 million CNY, primarily from government grants, income from entrusted loans, and reversal of impairment losses on receivables[23][24] Management Discussion and Analysis Discussion and Analysis of Operations In 2021, the company enhanced its overall operational efficiency and quality by deepening institutional reforms, reshaping sales channels, integrating the supply chain, focusing on product quality, implementing lean production, improving risk control, and revitalizing inefficient assets - The company deepened institutional reforms and activated team vitality by implementing an "Eight Centers" operating model, competitive manager selection, and company-wide target management[28] - To address market gaps left by exiting dealers, the company strengthened direct sales management and implemented a tiered dealer assessment system to optimize market layout[29] - The company focused on core product development, achieving mass production and sales of medium-tonnage long-wheelbase loaders and new 6-ton N-series loaders, and completing the trial production of electric loader prototypes[31] - Through dedicated teams and multi-pronged approaches, the company accelerated the resolution of historical cases and collection of overdue accounts receivable, reducing the annual accounts receivable ratio, and lowered inventory levels by disposing of inefficient assets[35] Industry and Business Overview The company's main business involves the R&D, manufacturing, and sales of construction machinery like loaders and excavators; in 2021, while the Chinese construction machinery industry grew steadily, the company's loader market share declined, ranking 47th globally and 10th domestically among manufacturers - The company's main products include loaders, excavators, road machinery, tunneling machinery, and environmental protection machinery, widely used in construction, mining, agriculture, forestry, and water conservancy[37] - The company's product sales model includes direct sales and dealer sales, with a marketing and service network covering domestic and international markets, exporting products to the Middle East, Africa, and Southeast Asia[38] - According to the "2021 Global Construction Machinery Manufacturers Top 50 List," XGMA Machinery ranked 47th globally and 10th domestically[36] Analysis of Core Competencies The company's core competencies include a rich product portfolio, strong R&D capabilities, an excellent distribution and service network, 70 years of brand value, a pioneering spirit, and lean manufacturing expertise - Product Advantage: The company has developed over a dozen series of complete machines, including loaders, excavators, and forklifts, to meet diverse user needs[39] - R&D Advantage: It operates a national-level enterprise technology center and a postdoctoral workstation, collaborates with multiple universities and research institutions, and undertakes various national science and technology projects[39][40] - Brand and Spirit: With a 70-year history, the brand has received titles like "China Well-known Trademark" and has participated in key national projects, polar expeditions, and disaster relief efforts, demonstrating corporate responsibility[41][42] - Manufacturing Advantage: Certified with ISO9001 and other standards, the company utilizes advanced equipment like welding robots and possesses remanufacturing technology, forming a green circular economy model[43] Analysis of Key Operating Performance In 2021, the company's operating revenue was 1.55 billion CNY, a 19.21% year-over-year decrease, and net profit attributable to the parent company turned to a loss of 114 million CNY, primarily due to reduced sales, increased costs, and higher credit and asset impairment losses, leading to a decline in total assets and net assets Outlook on Future Development The company plans to leverage resources from its controlling shareholder, ITG Holding, to accelerate integration and reform, focusing on optimizing governance, expanding global markets, enhancing product configurations, developing electric products, strengthening the supply chain, revitalizing assets, and improving oversight of investments, while addressing external economic uncertainties, intense market competition, and rising costs through core competency enhancement, new channel development, and cost control Corporate Governance Overview of Corporate Governance During the reporting period, the company maintained a sound corporate governance structure in compliance with relevant laws and regulations, ensuring independence from its controlling shareholder in personnel, assets, finance, organization, and business, with no non-operating fund occupation or illegal guarantees - The company strictly adheres to laws and regulations such as the Company Law and Securities Law, continuously improving its corporate governance structure to ensure standardized operations[93] - The company maintains complete independence from its controlling shareholder in personnel, assets, finance, organization, and business, with no non-operating fund occupation by the controlling shareholder or its related parties[93] Shareholder Meeting Information During the reporting period, the company held four shareholder meetings, including one annual and three extraordinary meetings, all conducted in compliance with laws, regulations, and the Articles of Association, with valid resolutions - Four shareholder meetings were held during the reporting period, deliberating proposals including the election of supervisors, annual reports, entrusted loans, and related party transactions[94][96] Directors, Supervisors, and Senior Management During the reporting period, there were changes in the company's directors, supervisors, and senior management, including resignations and elections of the chairman, directors, chairman of the supervisory board, and vice president; executive compensation is based on an annual salary system, reviewed by the Compensation and Assessment Committee and approved by the Board, with the total pre-tax remuneration for all directors, supervisors, and senior management in 2021 amounting to 4.94 million CNY - During the reporting period, Chairman Gu Tao, Director Fan Wenming, Chairman of the Supervisory Board Liu Yihong, Supervisor Tang Chong, and Vice President Hong Jiaqing resigned due to personal reasons or retirement; the company elected new chairman, directors, and chairman of the supervisory board[108] - Senior management compensation is based on an annual salary system linked to operating performance; the total remuneration received by all directors, supervisors, and senior management at the end of the reporting period was 4.94 million CNY[106][107] Employee Information As of the end of the reporting period, the company and its main subsidiaries had a total of 1,038 employees, with production and sales personnel accounting for the largest proportion; the company implements a performance-linked compensation policy and focuses on professional team training, with total labor outsourcing payments of 6.93 million CNY in 2021 Employee Professional Composition | Professional Category | Number of Employees | | :--- | :--- | | Production Personnel | 391 | | Sales Personnel | 353 | | Technical Personnel | 99 | | Financial Personnel | 34 | | Administrative Personnel | 161 | | Total | 1,038 | - The company implements a total wage management system linked to company goal achievement and promotes incentive measures for sales personnel, allowing for flexible position and salary adjustments based on performance[120] Environmental and Social Responsibility Environmental Information As a key pollutant-discharging entity in Xiamen, the company has established an environmental management system ensuring compliant discharge of all pollutants after treatment; during the reporting period, it received a 20,000 CNY administrative penalty for four forklifts exceeding exhaust emission standards, which has since been rectified, and both the company and its subsidiaries have developed emergency response plans for environmental incidents and implemented measures like waste sorting and eco-friendly water-based paints to reduce carbon emissions - The company is a key pollutant-discharging entity for soil and water environments in Xiamen, with main pollutants being wastewater (chemical oxygen demand, ammonia nitrogen, etc.) and exhaust gas (particulates, volatile organic compounds, etc.)[129] - During the reporting period, the company received an administrative penalty of 20,000 CNY for four forklifts exceeding exhaust emission standards, which has since been rectified[136] - The company and its subsidiaries prevent pollution through measures such as rainwater-sewage diversion, exhaust gas treatment facilities, and compliant disposal of solid and hazardous waste, and have developed environmental emergency response plans[132][134][140] Social Responsibility The company actively fulfills its social responsibilities through the "Haixi XGMA Charity Fund," investing 0.15 million CNY in 2021 for scholarships, poverty alleviation, and vocational skill enhancement, benefiting 65 individuals - In 2021, the company invested 0.15 million CNY through the "Haixi XGMA Charity Fund" in various charitable and public welfare initiatives, assisting 65 individuals[148] Material Matters Fulfillment of Commitments During the reporting period, the company's indirect controlling shareholder, ITG Holding, and controlling shareholder, Haixi Group, made and are continuously fulfilling commitments regarding avoiding horizontal competition, standardizing related party transactions, ensuring the listed company's independence, share lock-up, and performance guarantees - The controlling shareholder, Haixi Group, committed that the company's cumulative net profit attributable to the parent company for the three years starting from 2020 would not be less than 400 million CNY, with any shortfall to be compensated by the controlling shareholder[153] - The controlling shareholder, Haixi Group, committed not to transfer its shares in the company within thirty-six months from the completion of the reorganization plan (until December 29, 2022)[153] Material Litigation and Arbitration Matters During the reporting period, the company and its subsidiaries were involved in multiple material litigation and arbitration cases, primarily as plaintiffs in sales contract disputes seeking to recover accounts receivable from dealers like Hunan Sanhui and Sichuan Jukai, while also being defendants in disputes involving lease contracts and debt transfers - The company, as plaintiff, initiated sales contract disputes against multiple dealers to recover accounts receivable, with several cases currently in enforcement[158] - The subsidiary XGMA International Trade's sales contract dispute with Huaxinheng Trading Co., Ltd., involving 0.89 million Euro, has been remanded for a retrial of the first instance[160][579] Material Related Party Transactions During the reporting period, the company engaged in various daily operating transactions with related parties, primarily purchasing goods and services from XGMA (Sanming) Heavy Machinery and Xiamen Yinhua, and selling goods to Yunnan Yunxia and Liaoning XGMA; additionally, the company had financial dealings, including deposits and loans, with related party Xiamen Haixi Group Finance Co., Ltd - The company purchased goods totaling 57.08 million CNY from related party XGMA (Sanming) Heavy Machinery Co., Ltd., and 32.95 million CNY from Xiamen Yinhua Machinery Co., Ltd[163] - The company sold goods totaling 35.13 million CNY to related party Yunnan Yunxia Machinery Co., Ltd., and 34.92 million CNY to Liaoning XGMA Machinery Sales Service Co., Ltd[163] - The company conducted deposit and loan business with related financial company Xiamen Haixi Group Finance Co., Ltd., with a year-end deposit balance of 153 million CNY and a loan balance of 25 million CNY[169][170] Material Contracts and Their Performance As of the reporting period, the company's external guarantee balance was 7.74 million CNY, representing 0.62% of its net assets; the company utilized its own funds for wealth management and entrusted loans, with entrusted loans totaling 400 million CNY, aimed at improving capital utilization efficiency - As of the end of the reporting period, the company's external guarantee balance was 7.74 million CNY, accounting for 0.62% of its net assets, all for non-related parties[174] - The company used its own funds for wealth management products, with a total transaction amount of 205 million CNY, all being principal-protected or non-principal-protected floating income products, with no outstanding balance at period-end[176] - The company provided entrusted loans through banks, totaling 400 million CNY, for supply chain business and other purposes, with an expected annualized return rate between 9.00% and 12.00%[180][182] Share Changes and Shareholder Information Shareholders and Actual Controller Information As of the end of 2021, the company had 43,755 common shareholders, with Xiamen Haixi Group Co., Ltd. as the controlling shareholder holding 41.42%; in March 2022, 100% equity of Haixi Group was gratuitously transferred to Xiamen ITG Holding Group Co., Ltd., making ITG Holding the indirect controlling shareholder, while the actual controller remains Xiamen SASAC Top Ten Shareholders as of End of 2021 | Shareholder Name | Number of Shares Held (shares) | Proportion (%) | Shareholder Nature | | :--- | :--- | :--- | :--- | | Xiamen Haixi Group Co., Ltd. | 734,789,208 | 41.42 | State-owned Legal Entity | | Export-Import Bank of China Xiamen Branch | 120,899,188 | 6.81 | State-owned Legal Entity | | China Construction Bank Corporation Xiamen Branch | 90,627,000 | 5.11 | State-owned Legal Entity | | Xiamen XGMA Heavy Industry Co., Ltd. | 72,750,834 | 4.10 | State-owned Legal Entity | | Agricultural Bank of China Xiamen Branch | 70,116,812 | 3.95 | State-owned Legal Entity | - The company's controlling shareholder is Xiamen Haixi Group Co., Ltd., and its actual controller is the Xiamen State-owned Assets Supervision and Administration Commission (SASAC)[190][191] - In March 2022, Xiamen SASAC gratuitously transferred 100% equity of Haixi Group to ITG Holding, making ITG Holding the company's indirect controlling shareholder[193] Financial Report Audit Report Rongcheng Certified Public Accountants (Special General Partnership) issued a standard unqualified audit opinion on the company's 2021 financial statements, affirming their fair presentation in all material respects; key audit matters included "Revenue Recognition" and "Provision for Doubtful Accounts on Accounts Receivable" - The audit firm, Rongcheng Certified Public Accountants (Special General Partnership), issued a standard unqualified audit opinion on the financial statements[201] - Key Audit Matter 1: Revenue Recognition, due to its significance as a key performance indicator and the inherent risk of management manipulation to achieve specific targets[202] - Key Audit Matter 2: Provision for Doubtful Accounts on Accounts Receivable, given the material balance (19.12% of total assets) and the significant management estimates and judgments involved in impairment assessment[203] Financial Statement Summary In 2021, the company's total assets were 2.94 billion CNY, a 15.36% year-over-year decrease, and total liabilities were 1.52 billion CNY, a 22.26% decrease; full-year operating revenue was 1.55 billion CNY, down 19.21%, with a net loss of 98 million CNY, including a net loss attributable to the parent company of 114 million CNY, turning from profit to loss; net cash outflow from operating activities was 114 million CNY, a significant improvement from the prior year 2021 Key Financial Data (Consolidated Statements) | Indicator | Amount (CNY) | | :--- | :--- | | Income Statement: | | | Operating Revenue | 1.55 Billion | | Total Profit | -76 Million | | Net Profit | -98 Million | | Net Profit Attributable to Parent Company Shareholders | -114 Million | | Balance Sheet (Period-End): | | | Total Assets | 2.94 Billion | | Total Liabilities | 1.52 Billion | | Total Equity Attributable to Parent Company Owners | 1.26 Billion | | Cash Flow Statement: | | | Net Cash Outflow from Operating Activities | 114 Million | | Net Cash Inflow from Investing Activities | 74 Million | | Net Cash Outflow from Financing Activities | 55 Million | Commitments and Contingencies The company has no material commitments requiring disclosure; contingencies primarily involve pending litigation and external guarantees, with the company as plaintiff in multiple sales contract disputes to recover dealer debts, and as defendant in a contract dispute with Huaxinheng Trading (0.89 million Euro, remanded for retrial) and a lease contract dispute with Hongwen Neighborhood Committee (first instance victory, second instance pending); as of year-end, external guarantee balance was 7.74 million CNY - The company, as plaintiff, initiated lawsuits against multiple dealers, including Hunan Sanhui and Sichuan Jukai, to recover accounts receivable totaling over 180 million CNY in principal, with several cases currently in enforcement[578] - The company, as defendant, is involved in a sales contract dispute with Huaxinheng Trading Co., Ltd., with a subject amount of 0.89 million Euro, for which a provision for estimated liabilities of 1.86 million CNY has been made, and the case has been remanded for retrial[579] - As of the end of 2021, the company provided debt guarantees totaling 7.74 million CNY for companies outside the consolidated scope, primarily for buyer credit guarantees to dealers[582]