HLSY(SZ:000622)2023-04-26 16:00Corporate Governance - The company reported a plan not to distribute cash dividends, issue bonus shares, or increase capital from reserves[5]. - The company’s board of directors and management have confirmed the accuracy and completeness of the annual report[4]. - The company emphasizes the importance of risk awareness regarding forward-looking statements in the report[4]. - The company has revised its articles of association to ensure the protection of all shareholders' rights, particularly those of minority shareholders[108]. - The board of directors operates efficiently and effectively, ensuring compliance with legal requirements and enhancing decision-making processes[109]. - The company has established transparent performance evaluation and incentive mechanisms to boost employee motivation and operational efficiency[110]. - The company actively fulfills its social responsibilities and maintains communication with stakeholders to balance interests and promote sustainable development[110]. - The company strictly adheres to the regulations of the Securities Law and the information disclosure management measures, ensuring timely, fair, and accurate information disclosure[111]. - The company maintains complete independence from its largest shareholder in terms of business, personnel, assets, organization, and finance, with no competition in the same industry[113]. - The company has established an independent financial accounting department and a complete financial management system, ensuring independent financial decision-making[114]. - The company has a well-structured decision-making system that operates independently from its largest shareholder, ensuring operational efficiency[114]. - The company has not reported any significant differences in governance compared to the regulations set by the China Securities Regulatory Commission[111]. - The company has established effective communication channels with investors, ensuring equal access to information for all shareholders[111]. - The company experienced changes in its board, with multiple resignations due to personal reasons and governance adjustments[119]. - The company has a new chairman and several new directors elected on May 27, 2022, following the resignations[119]. - The company’s independent directors have diverse professional backgrounds, including legal and financial expertise[121]. - The company’s management structure includes a mix of experienced professionals from various sectors, enhancing its governance[120]. - The remuneration decision-making process involves the board and a specialized committee, ensuring compliance with regulations[124]. - The company has maintained normal payment of remuneration during the reporting period[124]. - The company’s independent directors and management have not faced any recent regulatory penalties[123]. - The company’s governance adjustments are in line with changes in its articles of association and related policies[119]. Financial Performance - The company’s operating revenue for 2022 was ¥246,280,695.10, a decrease of 28.86% compared to ¥346,201,253.88 in 2021[21]. - The net profit attributable to shareholders was -¥13,256,049.30 in 2022, representing a decline of 870.88% from ¥1,719,590.99 in 2021[21]. - The net cash flow from operating activities was -¥6,068,618.91, a significant drop of 111.88% compared to ¥51,086,779.12 in 2021[21]. - Basic earnings per share were -¥0.0312, down 880.00% from ¥0.0040 in 2021[21]. - Total assets at the end of 2022 were ¥326,892,174.85, a decrease of 4.66% from ¥342,866,742.61 at the end of 2021[21]. - The net assets attributable to shareholders decreased by 6.39% to ¥194,311,819.73 at the end of 2022 from ¥207,567,869.03 at the end of 2021[21]. - The company reported a significant decline in quarterly revenue, with the second quarter being the lowest due to reduced orders in the air conditioning business and decreased bulk trade volume[28]. - The fourth quarter saw a revenue increase primarily due to growth in commissioned processing business from the subsidiary[28]. - The company adjusted its accounting policies, leading to a restatement of previous years' financial data due to accounting errors[21]. - Non-recurring gains for 2022 totaled ¥2,134,928.67, compared to ¥2,923,534.93 in 2021, indicating a decrease in non-recurring income[30]. - In 2022, the company achieved a total revenue of approximately 246.28 million yuan, with a total profit of approximately -13.41 million yuan[38]. - The company’s subsidiary, Yueyang Hengli Auto Parts Co., Ltd., generated revenue of approximately 109.56 million yuan, accounting for 44.49% of the consolidated total revenue[41]. - The automotive parts manufacturing sector saw a revenue decline of 48.82%, contributing ¥18.87 million to total revenue[60]. - The bulk trade segment's revenue decreased by 42.39% to ¥136.30 million, accounting for 55.34% of total revenue[60]. - The entrusted processing segment experienced a significant increase of 138.39%, generating ¥90.63 million in revenue[60]. - The company reported a total sales revenue of ¥240,160,087.51 from its top five customers, accounting for 97.71% of the annual total sales[72]. - The total procurement amount from the top five suppliers was ¥229,286,283.24, representing 93.30% of the annual total procurement[72]. - The company’s first major customer accounted for 55.19% of total annual sales, indicating a high concentration of revenue[72]. Shareholding Structure - As of December 31, 2022, Huayang Investment held 76.5 million shares, accounting for 17.99% of the total share capital, making it the largest shareholder[18]. - Zhongcui Company held 31.5 million shares, representing 7.42% of the total share capital, ranking as the second-largest shareholder[18]. - Aoshengxia held 17.7 million shares, which is 4.16% of the total share capital, making it the third-largest shareholder[18]. - The company had no controlling shareholder or actual controller as of the latest report[18]. - In January 2023, Huayang Investment's 76 million shares were judicially transferred, resulting in Xiamen Rural Commercial Bank becoming the largest shareholder[18]. - The shareholding structure became more dispersed after a judicial transfer, with no single shareholder having significant influence over company decisions[18]. - The company has undergone multiple changes in its controlling shareholders over the years, with the latest change occurring in 2023[18]. - The total registered capital of the company at its establishment was 42 million yuan, with a par value of 1.00 yuan per share[17]. - The company has a history of significant equity transfers, impacting its shareholder structure and control[17]. - The largest shareholder, China Huayang Investment Holdings Co., Ltd., had 76 million shares judicially transferred, making Xiamen Rural Commercial Bank the new largest shareholder[112]. Operational Strategy - The company is currently constructing an innovation industrial base, expected to be completed in the second half of the year, which will expand production capacity and reduce costs[37]. - The company aims to enhance its core competitiveness through technological innovation and product optimization, focusing on the NEV market while maintaining traditional vehicle air conditioning[41]. - The automotive parts industry is facing challenges and opportunities due to the shift towards NEVs, necessitating innovation in technology and product offerings[35]. - The company is committed to improving operational efficiency and resource integration to support high-quality development and risk management[39]. - The company achieved a revenue of approximately 136.30 million yuan from its trading business, accounting for 55.34% of the consolidated total revenue[45]. - The company has developed a new four-zone automatic control automotive air conditioning system, which has obtained a utility model patent and is being applied in relevant vehicle models[42]. - The company is exploring comprehensive thermal management technology for electric and hydrogen fuel cell trucks, including air conditioning, battery, motor, and electronic control systems[42]. - The company has completed the installation and testing of battery thermal management for light trucks, with heavy truck thermal management set for vehicle testing in 2023[42]. - The company maintains a direct sales model, primarily selling directly to end-users without third-party involvement, which impacts profit margins based on order scale[48]. - The company emphasizes cost control through competitive procurement and efficient production planning, aiming to enhance profit margins[53]. - The company has established a robust quality management system, achieving certifications such as IATF16949 and ISO9001, to ensure product quality and compliance with industry standards[54]. - The company continues to strengthen its partnerships with major domestic automotive manufacturers, leveraging its brand reputation and product quality[52]. - The company is focused on expanding its core product capacity and developing new technologies to maintain its competitive edge in the automotive air conditioning parts industry[52]. Market Environment - The automotive industry in China saw production and sales of 27.02 million and 26.86 million vehicles respectively, with year-on-year growth of 3.4% and 2.1%[34]. - The passenger vehicle market experienced a significant increase, with production and sales reaching 23.84 million and 23.56 million units, representing year-on-year growth of 11.2% and 9.5%[34]. - New energy vehicles (NEVs) achieved production and sales of 7.06 million and 6.89 million units, with year-on-year growth of 96.9% and 93.4%, increasing market share to 25.6%[34]. - The government plans to allocate 3.8 trillion yuan in special bonds for local governments in 2023 to stimulate investment and support major projects[35]. - The company faces risks from industrial policies, particularly related to the "Made in China 2025" initiative, which may impact the automotive industry and require adjustments that could negatively affect profitability[100]. - Market demand risks exist due to potential overcapacity in vehicle production, which may lead to reduced procurement from upstream parts manufacturers[101]. - Fluctuations in raw material prices, particularly for copper and aluminum, pose a risk to production costs and profitability, prompting the company to enhance its price management system[102]. - The automotive parts manufacturing industry in China has low entry barriers and low market concentration, leading to intensified competition and reduced profit margins[102]. Risk Management - The company is implementing effective risk management strategies to address various operational risks, including those related to investment and trade activities[102]. - The company has established a sound governance structure to protect the rights and interests of shareholders, creditors, and investors[156]. - The company emphasizes a "people-oriented" management philosophy, ensuring the protection of employees' legal rights[156]. - The company has implemented measures to strengthen environmental supervision and management[155]. - The company has actively engaged in environmental protection and energy-saving production practices, eliminating outdated products and processes[161]. Employee Management - The company reported a total remuneration of 49.45 million for the chairman, 32.56 million for the vice president and CFO, and 12.6 million for another director[125]. - The independent directors received remuneration of 8 million, 4.67 million, and 4.67 million respectively[125]. - The company has a total of 5 employees with a postgraduate degree, 19 with a bachelor's degree, 26 with a college diploma, and 83 with a high school education or below[139]. - The company’s remuneration policy includes basic salary, performance pay, title allowances, annual performance bonuses, and other benefits, with regular evaluations based on performance indicators[140]. - The company plans to enhance employee skills through training programs, including new employee orientation, quality system training, and managerial training[141]. - The total number of employees receiving salaries during the reporting period was 133[138]. - The company reported a total of 133 employees at the end of the reporting period, with 69 in production, 9 in sales, 16 in technology, 10 in finance, and 29 in administration[138]. - The number of R&D personnel increased by 20.00% to 12 from 10, with a higher proportion of master's degree holders[76]. Investment and Financing - The company plans to raise a total of up to 522.90 million CNY through a private placement of no more than 126 million A shares[179]. - The company has established an industrial investment fund with an investment of 80 million yuan, impacting cash reserves[85]. - The investment company has completed the initial fundraising for the Hunan Nanyue New Energy Materials Industry Investment Partnership, with no operating revenue reported during the period[43]. - The company has not engaged in entrusted financial management or entrusted loans during the reporting period[188][189]. - The company has not reported any major related party transactions during the reporting period[172]. - The company has not engaged in any asset or equity acquisitions or sales during the reporting period[173]. - The company has approved a total guarantee amount of CNY 2,000 million for its subsidiaries during the reporting period, with an actual guarantee amount of CNY 1,662.65 million[186]. - As of the end of the reporting period, the actual guarantee balance amounted to CNY 1,394.95 million, representing 7.18% of the company's net assets[186]. Audit and Compliance - The company’s financial report is subject to audit by a registered accounting firm, ensuring compliance and accuracy[9]. - The company’s audit committee confirmed that the audit plan was executed on time and that the financial reports were prepared in compliance with relevant regulations[136]. - The internal control system covers all major aspects of the company's operations, with no significant omissions identified[146]. - The company has maintained effective internal controls with no major defects in financial reporting or non-financial reporting[151]. - The total assets of the units included in the internal control evaluation account for 100% of the company's consolidated financial statements[149]. - The company has not faced any administrative penalties due to environmental issues during the reporting period[155]. - The company has not reported any major lawsuits or arbitration matters during the reporting period[169]. - The company has not experienced any non-compliance issues regarding external guarantees during the reporting period[164]. - The company has appointed Yongtuo Accounting Firm for financial auditing, with a total audit fee of 500,000 CNY for the year[167]. - The company has not made any significant changes to its accounting policies or estimates compared to the previous year's financial report[165].