Jiangsu Dagang (SZ:002077)2023-04-27 16:00Financial Performance - Shanghai Minai Semiconductor's revenue decreased by 12.27% and net profit decreased by 44.78% due to reduced demand and increased production costs[8] - Suzhou Keyang Semiconductor's revenue decreased by 23.07% and net profit decreased by 53.79% due to lower market demand and insufficient capacity utilization[8] - Zhenjiang New District Solid Waste Disposal's revenue decreased by 26.07% and net profit decreased by 63.45% due to intensified market competition and declining collection prices[8] - Revenue in 2022 decreased by 16.73% to 569,278,103.21 yuan compared to 683,626,938.42 yuan in 2021[186] - Net profit attributable to shareholders decreased by 64.07% to 48,912,508.11 yuan in 2022 from 136,135,128.59 yuan in 2021[186] - Net cash flow from operating activities dropped by 65.44% to 107,318,161.71 yuan in 2022 from 310,540,280.22 yuan in 2021[186] - Basic earnings per share decreased by 65.22% to 0.08 yuan in 2022 from 0.23 yuan in 2021[186] - Weighted average return on equity fell by 2.92 percentage points to 1.55% in 2022 from 4.47% in 2021[186] - Revenue for the first quarter was 130.31 million yuan, second quarter was 122.34 million yuan, third quarter was 150.73 million yuan, and fourth quarter was 165.90 million yuan[187] - Net profit attributable to shareholders in the first quarter was 19.10 million yuan, second quarter was 25.33 million yuan, third quarter was -1.55 million yuan, and fourth quarter was 6.03 million yuan[187] - Net profit attributable to shareholders after deducting non-recurring gains and losses in the first quarter was 10.06 million yuan, second quarter was 10.34 million yuan, third quarter was 16.32 million yuan, and fourth quarter was -2.16 million yuan[187] - Net cash flow from operating activities in the first quarter was -10.29 million yuan, second quarter was 43.35 million yuan, third quarter was 54.43 million yuan, and fourth quarter was 19.83 million yuan[187] Cash Flow and Financial Position - Operating cash flow decreased by 65.44% to 107,318,161.71 yuan[10] - Investment cash flow decreased by 130.14% to -56,779,479.25 yuan[10] - Financing cash flow increased by 44.65% to -129,892,195.75 yuan[10] - Net cash and cash equivalents decreased by 255.37% to -79,358,176.09 yuan[10] - The company's account was frozen for 3.45 million yuan due to a legal dispute, and the freeze has not been lifted as of the audit report date[16] Strategic Development and Business Focus - The company aims to become a leading integrated circuit testing service provider in China, focusing on high-end testing and expanding its business scale to enhance operational efficiency and competitiveness[27] - The company plans to integrate internal resources to create a Turnkey supply chain covering chip design, wafer foundry, advanced packaging, and testing, providing customized operational services and high-quality management support[27] - In the environmental resource services sector, the company will leverage the advantages of Zhenjiang New District's new materials industrial park to explore new business models and growth points, focusing on waste treatment, industrial and urban sewage treatment, and recycling projects[27] - The company will seek new increments and breakthroughs in resource recycling through investments, partnerships, and mergers and acquisitions to expand the scale of the environmental resource industry[27] - The company will adjust its development strategy according to macroeconomic conditions, market changes, and industry needs to better adapt to future development[27] - The company plans to focus on its main business, optimize its business structure, and strengthen cooperation with major clients to expand production capacity and increase output value and profit[46] - The company will accelerate the construction of the second phase of the solid waste project and expand environmental protection services, including wastewater pretreatment for chemical plants[46] - The company aims to enhance its competitive advantage in the integrated circuit industry by increasing technological innovation investment and improving service quality[47] - The company will actively seek mergers and acquisitions in the environmental protection industry to expand scale effects and reduce market risks[47] - The company will increase R&D investment and talent acquisition to meet market demands for testing technology[50] - The company acknowledges the risk of goodwill impairment in its integrated circuit business and will actively seek new business opportunities to mitigate this risk[51] Corporate Governance and Shareholder Meetings - The company held 4 shareholder meetings during the reporting period, ensuring equal treatment of all shareholders and providing convenience for minority shareholders to participate[35] - The company has established a comprehensive internal incentive and constraint mechanism, linking performance compensation to business performance and task completion to motivate employees[35] - The company ensures independent operations in business, assets, personnel, institutions, and finance, with no interference from controlling shareholders in decision-making and management[37] - The company has a complete financial management system, independent bank accounts, and independent tax filing, ensuring financial independence from controlling shareholders[37] - The company's governance structure complies with relevant laws and regulations, with independent directors providing professional opinions on major matters[35] - The company held its 2022 First Extraordinary General Meeting with an investor participation rate of 50.21% on January 21, 2022, and disclosed the meeting resolution on January 22, 2022[58] - The 2021 Annual General Meeting had an investor participation rate of 50.04% and was held on May 20, 2022, with the resolution disclosed on May 21, 2022[59] - The 2022 Second Extraordinary General Meeting saw an investor participation rate of 52.22% and was held on June 22, 2022, with the resolution disclosed on June 23, 2022[59] - The 2022 Third Extraordinary General Meeting had an investor participation rate of 49.90% and was held on September 14, 2022, with the resolution disclosed on September 15, 2022[59] - The company's board members actively participated in decision-making, with independent directors providing independent opinions on matters such as the reappointment of auditors and related party transactions[76] - The company held 7 board meetings in 2022, with key decisions including the approval of the 2022 Q3 report[74] Environmental and Social Responsibility - The company emphasizes the importance of safety and environmental protection in its operations, with regular training and inspections to prevent accidents[51] - The company's subsidiary, Suzhou Keyang, has a total of 1 wastewater discharge outlet with COD concentration at 0.725 mg/L, SS at 0.08 mg/L, ammonia nitrogen at 0.0012 mg/L, total nitrogen at 0.029 mg/L, and total phosphorus at 0.0013 mg/L[89] - Suzhou Keyang's total COD discharge is 8.7083 tons, with a permitted discharge limit of 113.504 tons[89] - The subsidiary's non-methane total hydrocarbon emissions are 5.032 tons, with a permitted limit of 10.708 tons[89] - Suzhou Keyang's sulfuric acid mist emissions are 0.0108 tons, with no specified permitted limit[89] - The company's subsidiary has no cyanide-containing gas emissions, with a concentration of 0 mg/m3[89] - COD concentration in wastewater discharge is 200mg/L, with a total discharge of 1.93 tons[90] - BOD concentration in wastewater discharge is 50mg/L, with a total discharge of 0.0113 tons[90] - Total nitrogen concentration in wastewater discharge is 50mg/L, with a total discharge of 0.0108 tons[90] - Total phosphorus concentration in wastewater discharge is 3mg/L, with a total discharge of 0.059 tons[90] - Total mercury concentration in wastewater discharge is 0.001mg/L, with a total discharge of 0.000008 tons[90] - Particulate matter concentration in exhaust gas is 20mg/m³, with a total discharge of 0.007 tons[90] - Ammonia concentration in exhaust gas is 4.9 kg/h, with a total discharge of 0.061 tons[90] - Hydrogen sulfide concentration in exhaust gas is 0.1 mg/m³, with a total discharge of 0.0001 tons[90] - Hydrogen chloride concentration in exhaust gas is 10 mg/m³, with a total discharge of 0.003 tons[90] - VOCs treatment efficiency is 90%, reducing activated carbon output by 10 tons[101] - Suzhou Keyang invested approximately 10 million yuan in adding an RCO system and optimizing the metal wastewater treatment system[166] - Zhenjiang Solid Waste invested a total of 1.22 million yuan in environmental governance and protection[166] - Suzhou Keyang paid a total of 730 yuan in environmental taxes[166] - Zhenjiang Solid Waste paid 3,259.65 yuan in environmental protection taxes (dust tax)[166] - Suzhou Keyang's emission of fluoride was 1.97 mg/m³, with a standard limit of 3 mg/m³[164] - Zhenjiang Solid Waste's emission of hydrogen cyanide was undetected, with a standard limit of 1 mg/m³[164] - Zhenjiang Solid Waste's emission of hydrogen sulfide was 0.008 kg/h, with a standard limit of 0.33 kg/h[164] - Zhenjiang Solid Waste's emission of ammonia was 0.00029 kg/h, with a standard limit of 4.9 kg/h[164] - Suzhou Keyang's environmental monitoring included COD, ammonia nitrogen, and non-methane total hydrocarbon online monitoring instruments[165] - Zhenjiang Solid Waste's environmental monitoring included COD online monitoring instruments at the wastewater discharge outlet[165] - The company organized over 600 volunteer activities in 2022, including public health safety prevention, charity donations, and environmental improvement[148] - The company did not engage in any work related to poverty alleviation or rural revitalization during the reporting period[149] Human Resources and Employee Management - The company's total number of employees at the end of the reporting period was 831, including 30 at the parent company and 801 at major subsidiaries[111] - The company's employee composition includes 444 production personnel, 26 sales personnel, 172 technical personnel, 28 financial personnel, and 161 administrative personnel[111] - The company's employee education levels consist of 20 with a master's degree, 211 with a bachelor's degree, 152 with a college degree, and 448 with a high school education or below[111] - The company implements a differentiated salary system, with mid-level and above employees and subsidiary executives on an annual salary system[81] - The company conducts various training programs, including internal and external training, to enhance employee skills and provide talent reserve[82] Internal Control and Risk Management - The company's internal control system covers all major aspects of its operations, with a sound and reasonable design and generally effective execution[110] - The company's internal control evaluation report was disclosed on April 28, 2023, and is available on the Cninfo website[115] - The company's internal control evaluation scope includes 100% of its consolidated financial statement assets and revenues[115] - No significant or important defects were identified in the company's financial or non-financial reporting during the reporting period[117] - The company's audit committee held 5 meetings during the reporting period, reviewing the 2021 financial statements and audit opinions[103] - The company's board of directors did not raise any objections to company matters during the reporting period[119] - The company's internal control over financial reporting was effective as of December 31, 2022, according to the internal control audit report[159] - The internal control audit report was fully disclosed on April 28, 2023, and is available on the website of CNINFO[159] - The internal control audit report received a standard unqualified opinion[159] - No significant deficiencies were found in the non-financial reporting internal control[159] - The company's board self-evaluation report is consistent with the internal control audit report issued by the accounting firm[159] - The company is exposed to policy risks in industries such as integrated circuits, solid waste disposal, and chemical storage, and will closely monitor policy changes to adjust its strategies accordingly[46] - The company faces risks in the integrated circuit testing business due to market competition and the need to keep up with technological advancements[48] Dividend Policy and Profit Distribution - The company plans not to distribute cash dividends, issue bonus shares, or convert capital reserves into share capital for the current reporting period[113] - The company's cash dividend policy requires a minimum cash dividend distribution of 10% of the distributable profits annually, with a cumulative cash dividend distribution of no less than 30% of the average annual distributable profits over three consecutive years[125] - The company's cash dividend policy is compliant with the articles of association and shareholder meeting resolutions, with clear standards and proportions, and a complete decision-making process[127] - The company has no equity incentive plans, employee stock ownership plans, or other employee incentive measures implemented during the reporting period[128] - The company's cash dividend policy varies based on its development stage and significant capital expenditure arrangements, with cash dividends accounting for at least 80% of profit distribution in mature stages without significant capital expenditures[125] - The company's cash dividend policy ensures the protection of minority shareholders' rights and interests, with independent directors fulfilling their responsibilities effectively[127] - The company's cash dividend policy is transparent and compliant, with no adjustments or changes made during the reporting period[127] - The company's cash dividend policy is designed to maintain the continuity and stability of profit distribution, with a focus on cash dividends when conditions are met[125] - The company's cash dividend policy is aligned with its operational and developmental needs, ensuring a balance between profit distribution and long-term growth[125] - The company plans not to distribute cash dividends, issue bonus shares, or convert capital reserve into share capital[145] Leadership and Management Changes - Wang Jingyu was elected as Chairman on January 9, 2023, following the departure of Wang Maohe on January 6, 2023[64] - Li Weibo was appointed as General Manager on January 9, 2023, and elected as a Director on January 30, 2023[64] - Three independent directors, Zou Xuecheng, Mi Yongmei, and Tan Weimin, left their positions on January 30, 2023, with Niu Dan being elected as a new independent director on the same date[64] - Wang Man transitioned from Assistant General Manager to Chief Financial Officer on April 10, 2023[63] - Shen Sa transitioned from Assistant General Manager to Board Secretary on February 15, 2022[63] Industry and Market Overview - The company's main business covers integrated circuits and park environmental services, with a focus on IC packaging and testing[191] - The company has an annual production capacity of 3 billion chips and is a leading provider of TSV advanced packaging solutions[191] - China's integrated circuit production in 2022 was 3241.9 billion units, a decrease of 9.8% year-on-year[191] - China imported 538.4 billion integrated circuits in 2022, a decrease of 15.3% year-on-year, with an import value of 415.6 billion USD, a decrease of 3.9% year-on-year[191] - China exported 273.4 billion integrated circuits in 2022, a decrease of 12% year-on-year, with an export value of 153.9 billion USD, an increase of 0.3% year-on-year[191] - The company's integrated circuit business revenue comes from packaging services provided by Suzhou Keyang and testing services provided by Shanghai Minai[193] Legal and Compliance - The company's actual controller and related parties have made commitments to avoid unfair competition and ensure fair transactions, with these commitments still in effect[153] - The company's shareholders have committed to locking their shares voluntarily for investor compensation arrangements if illegal activities are found[156] - The company's shareholders have confirmed their eligibility and fulfillment of capital contribution obligations without any disputes or restrictions[156] - The company's shareholders have not been subject to any administrative penalties, criminal penalties, or major civil litigation related to economic disputes in the past five years[156] - The company has made commitments to avoid同业竞争 and ensure优先转让 of安置房, 公租房, and市政工程建设业务 to its subsidiaries[157] - The company has guaranteed a minimum annual return of 9,117.63 million yuan from its investments in金港租赁 and金控租赁, with compensation mechanisms in place if the returns fall below this threshold[157] Business Operations and Investments - The company's investment income from Jiangsu Jingang and Shanghai Jingang increased by 17.45% compared to the same period last year[8] - The company approved the investment proposal for the construction of a 12-inch CIS chip TSV wafer-level packaging project by its subsidiary, with unanimous agreement[121] - Total labor outsourcing hours amounted to 903,892.5 hours, with a total payment of RMB 27,442,000.62[125] - The company maintains an independent supply, production, sales, and R&D system, operating in compliance with the Company Law and Securities Law[58] - The total pre-tax remuneration for directors, supervisors, and senior management in 2022 was 2.5596 million yuan[71] - The company's business scope has evolved over the years, with the latest change in 2015 focusing on high-tech product investment, energy conservation, and real estate development[181] - The controlling shareholder changed from Zhenjiang New Area Dagang Development Co., Ltd. to Jiangsu Hanrui Investment Holding Co., Ltd. in April 2015[181] - The company has committed to avoiding competition with its subsidiaries and ensuring business opportunities are prioritized for its subsidiaries[169]