中通客车(000957) - 2019 Q4 - 年度财报

Important Notice, Table of Contents, and Definitions The company's board, supervisory board, and senior management ensure the truthfulness, accuracy, and completeness of this annual report, free from false records, misleading statements, or major omissions - The company's board, supervisory board, and senior management ensure the truthfulness, accuracy, and completeness of this annual report, free from false records, misleading statements, or major omissions[3] - The company's 2019 profit distribution plan is: no cash dividends, no bonus shares, no capital reserve to share capital increase[5] Company Profile and Key Financial Indicators This section provides an overview of the company's fundamental information and key financial performance metrics Company Basic Information This chapter provides the company's basic business registration information, including stock abbreviation "Zhongtong Bus", code 000957, listed on Shenzhen Stock Exchange, legal representative Sun Qingmin, with registered and office addresses in Liaocheng, Shandong | Item | Content | | :--- | :--- | | Stock Abbreviation | Zhongtong Bus | | Stock Code | 000957 | | Listing Exchange | Shenzhen Stock Exchange | | Legal Representative | Sun Qingmin | | Registered Address | No. 261 Huanghe Road, Economic Development Zone, Liaocheng City, Shandong Province | Key Accounting Data and Financial Indicators In 2019, the company's operating revenue grew 10.90%, but net profit attributable to shareholders declined 9.57%, with non-recurring adjusted net profit turning negative, while operating cash flow significantly improved by 238.55% year-on-year | Indicator | 2019 | 2018 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Operating Revenue (yuan) | 6,741,281,369.40 | 6,078,590,590.90 | 10.90% | | Net Profit Attributable to Shareholders (yuan) | 33,071,857.49 | 36,571,256.92 | -9.57% | | Net Profit Attributable to Shareholders After Non-Recurring Items (yuan) | -79,474,494.33 | 6,751,427.51 | -1,277.15% | | Net Cash Flow from Operating Activities (yuan) | 1,035,126,764.65 | -747,113,184.03 | 238.55% | | Basic Earnings Per Share (yuan/share) | 0.0558 | 0.0617 | -9.56% | | Weighted Average Return on Net Assets | 1.22% | 1.33% | -0.11% | | Total Assets (yuan) | 12,070,492,594.77 | 12,247,211,071.74 | -1.44% | Quarterly Key Financial Indicators The company's 2019 quarterly revenue was relatively stable, but Q4 net profit attributable to shareholders and non-recurring adjusted net profit both recorded losses, at -22.3 million yuan and -92.83 million yuan respectively, significantly weaker than the first three quarters | Indicator (yuan) | Q1 | Q2 | Q3 | Q4 | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 1,331,427,536.11 | 1,960,362,478.71 | 1,536,885,132.91 | 1,912,606,221.67 | | Net Profit Attributable to Shareholders | 3,653,821.13 | 29,276,791.56 | 22,443,345.03 | -22,302,100.23 | | Net Profit Attributable to Shareholders After Non-Recurring Items | 282,920.62 | 19,593,218.15 | -6,518,080.62 | -92,832,552.48 | Non-Recurring Gains and Losses Items and Amounts In 2019, the company's total non-recurring gains and losses amounted to 113 million yuan, primarily from government subsidies, which significantly increased compared to 2018, serving as a key factor in the company's profitability for the year | Item (yuan) | 2019 Amount | 2018 Amount | 2017 Amount | | :--- | :--- | :--- | :--- | | Government Subsidies Included in Current Profit/Loss | 113,562,926.70 | 39,585,104.08 | 58,992,682.21 | | Fair Value Change Gains/Losses and Investment Income from Financial Instruments | 15,125,168.75 | -3,697,240.17 | - | | Total Non-Recurring Gains and Losses | 112,546,351.82 | 29,819,829.41 | 58,490,196.15 | Company Business Overview This section outlines the company's primary business activities, operating model, and core competitive advantages Main Business The company's main business is the development, manufacturing, and sales of buses and parts, covering 5 to 18-meter series for highway, public transport, and tourism markets, primarily operating through customer-specific customization and direct sales for both domestic and international markets, noting the bus industry's overall decline due to national subsidy policy reductions - Company's main business is the development, manufacturing, and sales of buses and parts, with products covering 5-18 meters, including highway, public transport, tourism, group, and school bus segments[25] - Operating model is order-driven, implementing customer-specific customization, with direct sales as the primary mode and distribution as supplementary[25] Core Competitiveness Analysis The company's core competitiveness stems from technology innovation, brand distinctiveness, and corporate culture, driving development through R&D in energy-saving and new energy buses, fostering an eco-friendly brand image, and emphasizing a people-oriented approach to build a harmonious enterprise - Technology innovation: Driving overall enterprise development through technological innovation, with a focus on the development and industrialization of energy-saving and new energy buses[27] - Brand distinctiveness: Adhering to both new energy bus R&D and traditional bus fuel-saving technology innovation, pursuing an energy-saving and environmentally friendly development path[28] - Corporate culture: Core is "people-oriented," aiming to leverage employee enthusiasm and creativity to build a harmonious enterprise[30] Management Discussion and Analysis This section provides a comprehensive analysis of the company's operational performance, financial position, and future outlook Business Overview In 2019, despite challenges from declining new energy policies and industry demand, the company achieved counter-cyclical growth in bus sales to 15,038 units and revenue to 6.741 billion yuan, up 14.94% and 10.90% respectively, though net profit decreased by 9.57%, with progress in intelligent, fuel cell, and lightweight technologies | Indicator | 2019 | Year-on-Year Growth | | :--- | :--- | :--- | | Bus Sales (units) | 15,038 | 14.94% | | Sales Revenue (billion yuan) | 6.741 | 10.90% | | Net Profit (10,000 yuan) | 3,307.19 | -9.57% | - Technology R&D focus: Launched intelligent high-end tourism coaches, new generation N-series public transport platforms, full series fuel cell bus platforms, and magnesium alloy lightweight buses, among other innovative products[33] Main Business Analysis In 2019, the company's main business revenue, entirely from bus manufacturing, grew 10.90%, with bus product revenue up 11.06% and international market revenue up 39.83% to 17.26% of total, while bus manufacturing gross margin was 15.59%, down 0.74%, and raw materials comprised 93.42% of operating costs Revenue and Cost Analysis In 2019, the company's operating revenue grew 10.90% driven by bus sales, with strong international market growth, while bus product gross margin slightly declined to 15.36%, raw materials accounted for over 93% of rising costs, and customer concentration was low but supplier concentration relatively high 2019 Operating Revenue Composition | Category | Amount (yuan) | Proportion of Operating Revenue | Year-on-Year Change | | :--- | :--- | :--- | :--- | | By Product | | | | | Bus | 6,575,067,146.95 | 97.53% | 11.06% | | By Region | | | | | Domestic | 5,577,638,849.75 | 82.74% | 6.31% | | International | 1,163,642,519.65 | 17.26% | 39.83% | 2019 Gross Margin Situation | Category | Operating Revenue (yuan) | Operating Cost (yuan) | Gross Margin | Gross Margin Year-on-Year Change | | :--- | :--- | :--- | :--- | :--- | | Bus Manufacturing | 6,741,281,369.40 | 5,689,988,864.22 | 15.59% | -0.74% | | Bus Products | 6,575,067,146.95 | 5,565,408,682.27 | 15.36% | -0.74% | - In 2019, bus sales were 15,038 units, a 14.94% year-on-year increase; production volume was 15,196 units, a 17.88% year-on-year increase[39] - Sales to the top five customers accounted for 12.73% of total annual sales, while purchases from the top five suppliers accounted for 36.45% of total annual purchases[43][44] Expense Analysis In 2019, the company's financial expenses significantly decreased by 49.45% due to reduced interest, while sales and R&D expenses increased by 13.33% and 26.05% respectively due to higher revenue and R&D investment, and administrative expenses remained relatively stable with a 3.82% increase | Expense Item | 2019 (yuan) | 2018 (yuan) | Year-on-Year Change | Main Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Sales Expenses | 406,430,728.97 | 358,635,587.80 | 13.33% | Due to increased operating revenue | | Administrative Expenses | 147,404,615.21 | 141,986,441.72 | 3.82% | No significant change | | Financial Expenses | 79,194,178.49 | 156,672,682.37 | -49.45% | Due to decreased interest expenses | | R&D Expenses | 252,145,662.85 | 200,033,170.25 | 26.05% | Due to new R&D projects | R&D Investment In 2019, the company's total R&D investment was 306 million yuan, up 9.69% year-on-year, accounting for 4.53% of operating revenue, primarily for new product development and advanced technology research in new energy, intelligence, and lightweighting, with all expenses recognized as period costs | Indicator | 2019 | 2018 | Change Percentage | | :--- | :--- | :--- | :--- | | R&D Investment Amount (yuan) | 305,683,819.29 | 278,676,276.22 | 9.69% | | R&D Investment as % of Operating Revenue | 4.53% | 4.58% | -0.05% | | Capitalized R&D Investment Amount (yuan) | 0.00 | 0.00 | 0.00% | Cash Flow Analysis In 2019, the company's cash flow significantly improved, with net cash flow from operating activities turning from -747 million yuan to 1.035 billion yuan, mainly due to new energy subsidies, while net cash outflows from investing and financing activities increased due to higher asset expenditures and loan repayments | Item (yuan) | 2019 | 2018 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 1,035,126,764.65 | -747,113,184.03 | 238.55% | | Net Cash Flow from Investing Activities | -305,167,863.93 | -3,890,606.14 | -7,743.71% | | Net Cash Flow from Financing Activities | -687,510,961.07 | 815,254,100.57 | -184.33% | | Net Increase in Cash and Cash Equivalents | 42,357,865.05 | 64,746,963.92 | -34.58% | Non-Core Business Analysis In 2019, non-core business significantly impacted profit, with asset impairment losses of 170 million yuan (primarily from receivables and inventory write-downs) negatively affecting total profit by -388.66%, while fair value change gains of 19.2 million yuan (from forward foreign exchange settlements) positively contributed 43.86%, noting these items are not sustainable | Item | Amount (yuan) | Proportion of Total Profit | Reason for Formation | | :--- | :--- | :--- | :--- | | Investment Income | -4,907,233.30 | -11.21% | Foreign exchange transaction losses due to RMB depreciation | | Fair Value Change Gains/Losses | 19,200,000.00 | 43.86% | Settlement of forward foreign exchange transactions | | Asset Impairment | -170,129,069.98 | -388.66% | Provision for doubtful accounts and inventory write-downs | | Non-Operating Income | 8,255,242.95 | 18.86% | Primarily government appropriations | Asset and Liability Status As of year-end 2019, total assets were 12.07 billion yuan, down 1.44%, with accounts receivable at 54.05% of assets but decreasing due to new energy subsidies, while liabilities were mainly short-term and long-term borrowings, and 4.213 billion yuan of assets were restricted for pledges or mortgages - Accounts receivable at year-end were 6.524 billion yuan, accounting for 54.05% of total assets, a 4.11 percentage point decrease from the beginning of the period, mainly due to the receipt of new energy national subsidy funds[55] Asset Restrictions at Report End | Item | Year-end Book Value (yuan) | Reason for Restriction | | :--- | :--- | :--- | | Monetary Funds | 1,404,787,662.15 | Margin deposits, judicial freeze funds, etc | | Accounts Receivable | 2,522,714,940.92 | Pledged for loans | | Fixed Assets | 43,373,685.91 | Mortgaged for loans | | Intangible Assets | 241,858,293.73 | Mortgaged for loans | | Total | 4,212,734,582.71 | — | Future Development Outlook and Risks The company anticipates continued decline in bus industry demand in 2020 due to shrinking traditional passenger transport and COVID-19, but sees opportunities in "Belt and Road" initiatives, local purchase incentives, and niche markets, targeting 20,000 bus sales and 7.3 billion yuan revenue, while addressing risks like the pandemic, subsidy reductions, market contraction, export uncertainties, and rising costs - 2020 operating targets: Plan to sell 20,000 buses and achieve sales revenue of 7.3 billion yuan[70] - Key measures: Expand into first-tier cities and overseas markets, upgrade products, optimize organization, and strengthen cost control[70][71] - Major risks faced: COVID-19 pandemic, new energy subsidy reductions, shrinking passenger transport market demand, export market uncertainties, and rising raw material and labor costs[72][73] Significant Events This section details key events and changes impacting the company, including profit distribution, accounting policy changes, major litigation, and related party transactions Profit Distribution The company plans no profit distribution for 2019, including no cash dividends, bonus shares, or capital reserve transfers, primarily due to a high asset-liability ratio and significant capital needs from unreceived new energy subsidies, with undistributed profits to supplement working capital - 2019 profit distribution plan: No profit distribution or capital reserve to share capital increase[77] - Reasons for non-distribution: High asset-liability ratio, significant capital demand due to unreceived new energy subsidies. Undistributed profits will be used to supplement working capital[79] Changes in Accounting Policies During the reporting period, the company implemented newly revised financial instrument accounting standards, including "Enterprise Accounting Standard No. 22 – Recognition and Measurement of Financial Instruments," effective January 1, 2019, as per new regulations from the Ministry of Finance, and adjusted financial statement formats accordingly - The company implemented newly revised enterprise accounting standards for financial instrument recognition and measurement, financial asset transfer, hedge accounting, and financial instrument presentation, effective January 1, 2019[83] Major Litigation and Arbitration Matters During the reporting period, the company was sued by holders of some endorsed commercial acceptance bills that matured without payment by the issuer, demanding endorsement payment responsibility, with total litigation amounts reaching 276 million yuan by year-end 2019, awaiting court judgments - The company was sued as an endorser for some commercial acceptance bills where the issuer failed to make payments, with a total litigation amount of 276 million yuan[87] Major Related Party Transactions In 2019, the company's ordinary course related party transactions totaled 533 million yuan, primarily for purchasing goods/services from related parties, with the largest amount, 351 million yuan, for engines and fuel cells from Weichai Power and its affiliates, while sales to related parties were minor Major Related Party Purchase Transactions | Related Party | Related Party Transaction Content | Related Party Transaction Amount (10,000 yuan) | | :--- | :--- | :--- | | Weichai Power Co., Ltd. and its Affiliated Subsidiaries | Engines, fuel cells, axles, and other bus parts, etc | 35,099.50 | | Shandong Provincial Communications Industry Group Holdings Co., Ltd. | Steel | 7,875.39 | | Shandong Tongyang Hydrogen Energy Power Technology Co., Ltd. | Hydrogen fuel cells and other parts | 4,947.74 | Social Responsibility As a key pollutant discharge unit, the company disclosed its wastewater and exhaust gas emissions and control measures, including a wastewater treatment plant and facilities for paint exhaust and welding fumes to meet discharge standards, having obtained environmental management system certification and developed emergency plans for environmental incidents - The company and its subsidiaries are listed as key pollutant discharge units by environmental protection authorities[108] - The company has constructed wastewater treatment plants and exhaust gas treatment facilities, developed emergency plans for environmental incidents, and obtained environmental management system certification[109][110] Share Changes and Shareholder Information This section details changes in the company's share capital and provides information on its shareholders and actual controller Share Changes During the reporting period, the company's total share capital remained unchanged at 592,903,936 shares, with unrestricted shares accounting for nearly 100% - During the reporting period, the company's total share capital remained unchanged at 592,903,936 shares[114] Shareholders and Actual Controller Information As of the reporting period end, the company had 58,530 shareholders, with Zhongtong Automobile Industrial Group Co., Ltd. (21.07% stake) and Shandong Provincial State-owned Assets Investment Holdings Co., Ltd. (18.96% stake) as the top two, and the actual controller changed from Shandong Provincial Communications Industry Group Holdings Co., Ltd. to Shandong Heavy Industry Group Co., Ltd. on October 14, 2019 Top Two Shareholders' Holdings | Shareholder Name | Shareholder Nature | Shareholding Percentage | Number of Shares Held | | :--- | :--- | :--- | :--- | | Zhongtong Automobile Industrial Group Co., Ltd. | State-owned Legal Person | 21.07% | 124,941,288 | | Shandong Provincial State-owned Assets Investment Holdings Co., Ltd. | State-owned Legal Person | 18.96% | 112,386,492 | - The company's actual controller changed on October 14, 2019, with the new actual controller being Shandong Heavy Industry Group Co., Ltd[120] Directors, Supervisors, Senior Management, and Employees This section provides an overview of the company's governance structure, including changes in key personnel and employee demographics Changes in Directors, Supervisors, and Senior Management During the reporting period, the company experienced frequent senior personnel changes, involving key positions such as Chairman, Vice Chairman, Director, and Chief Financial Officer, primarily due to work reassignments - Mr. Li Shupeng no longer serves as Chairman due to work reassignment, with Mr. Sun Qingmin taking over[129][130] - Mr. Mi Baolun resigned as Vice Chairman, and Ms. Hou Jing resigned as Chief Financial Officer[130] Employee Information As of the reporting period end, the company had 5,039 employees, with production personnel being the largest professional group at 2,817, and college-educated employees being the most numerous at 2,325 | Professional Composition | Number of People | | :--- | :--- | | Production Personnel | 2,817 | | Sales Personnel | 796 | | Technical Personnel | 689 | | Financial Personnel | 90 | | Administrative Personnel | 647 | | Total | 5,039 | Corporate Governance This section details the company's corporate governance framework and internal control mechanisms Basic Status of Corporate Governance The company states its corporate governance status is largely consistent with relevant normative documents issued by the China Securities Regulatory Commission, with no significant discrepancies, maintaining independence from its controlling shareholder in business, personnel, assets, organization, and finance - The actual status of corporate governance is consistent with the normative documents on corporate governance issued by the China Securities Regulatory Commission, with no significant discrepancies[148] - The company is independent from its controlling shareholder in terms of personnel, assets, finance, organization, and business[149] Internal Control Status According to the company's internal control self-assessment report, units within the evaluation scope accounted for 95.15% of consolidated assets and 99.86% of operating revenue, with no material or significant deficiencies found in financial or non-financial reporting during the period, and the accounting firm issued a standard unqualified internal control audit report - No material or significant deficiencies in internal control were found during the reporting period[160][162] - The accounting firm issued a standard unqualified opinion on the effectiveness of the company's 2019 financial reporting internal control as of December 31[163] Financial Report This section presents the company's audited financial statements and the auditor's report Audit Report ShineWing Certified Public Accountants issued a standard unqualified audit opinion on the company's 2019 financial statements, deeming them to fairly reflect the company's financial position and operating results in all material respects, with key audit matters being "Impairment of Receivables" and "Revenue Recognition" - The audit opinion type is standard unqualified[167] - Key audit matters include: - Impairment of Receivables: Due to the high book value of receivables and the significant accounting estimates and judgments involved in impairment provisioning[170] - Revenue Recognition: As revenue is a key performance indicator and carries inherent risks, requiring attention to its authenticity, accuracy, and proper recognition period[171] Documents for Reference This section lists all documents available for public inspection - Documents for reference include the original financial statements signed by the legal representative, the original audit report, and the originals of all publicly disclosed documents and announcements during the reporting period[689]