兆新股份(002256) - 2019 Q2 - 季度财报

Important Notice, Table of Contents and Definitions The company's Board of Directors, Supervisory Board, and all directors, supervisors, and senior management guarantee the truthfulness, accuracy, and completeness of this semi-annual report - The company's Board of Directors, Supervisory Board, and all directors, supervisors, and senior management guarantee the truthfulness, accuracy, and completeness of this semi-annual report, with no false records, misleading statements, or major omissions[4] - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the first half of 2019[6] - The report identifies potential operating risks faced by the company, including uncertainties in domestic and international economic environments, changes in industrial policies, technological substitution, photovoltaic power station operations, price fluctuations, personnel turnover, and intensified market competition[5] Company Profile and Key Financial Indicators Key Accounting Data and Financial Indicators The company experienced a significant performance decline, with operating revenue down 37.93% and net profit attributable to shareholders turning to a CNY 21.81 million loss Key Financial Indicators for H1 2019 | Indicator | Current Period | Prior Period | YoY Change | | :--- | :--- | :--- | :--- | | Operating Revenue (CNY) | 206,707,613.98 | 333,024,377.62 | -37.93% | | Net Profit Attributable to Shareholders (CNY) | -21,810,359.04 | 63,541,216.96 | -134.32% | | Net Profit Attributable to Shareholders (Excluding Non-Recurring Items) (CNY) | -29,012,539.82 | 56,522,495.66 | -151.33% | | Net Cash Flow from Operating Activities (CNY) | 51,882,576.62 | 111,958,205.87 | -53.66% | | Basic Earnings Per Share (CNY/share) | -0.01 | 0.03 | -133.33% | | Weighted Average Return on Net Assets | -1.13% | 2.81% | -3.94% | | Total Assets (CNY) | 3,038,889,208.54 | 3,103,085,832.34 | -2.07% (vs. end of prior year) | | Net Assets Attributable to Shareholders (CNY) | 1,911,504,079.75 | 1,933,314,438.79 | -1.13% (vs. end of prior year) | Non-Recurring Gains and Losses and Amounts Non-recurring gains and losses totaled CNY 7.20 million, primarily driven by CNY 6.18 million in government subsidies Non-Recurring Gains and Losses for H1 2019 | Item | Amount (CNY) | | :--- | :--- | | Gains/Losses on Disposal of Non-Current Assets | 350,189.94 | | Government Subsidies Recognized in Current Profit/Loss | 6,181,413.06 | | Other Non-Operating Income/Expenses and Items Meeting the Definition of Non-Recurring Gains/Losses | 886,457.61 | | Less: Income Tax Impact | 216,079.83 | | Less: Impact on Minority Interests (After Tax) | -200.00 | | Total | 7,202,180.78 | Company Business Overview Main Businesses Engaged in During the Reporting Period The company primarily operates in three sectors: new energy, fine chemicals, and biodegradable materials - During the reporting period, the company's main businesses covered three major areas: new energy, fine chemicals, and biodegradable materials[26] Significant Changes in Major Assets Major asset categories remained stable, with fixed assets decreasing and construction in progress increasing Major Asset Changes Explanation | Major Asset | Explanation of Change | | :--- | :--- | | Equity Investments | Increased by CNY 2.90 million from the beginning of the period, primarily due to investment income recognized under the equity method for long-term equity investments | | Fixed Assets | Decreased by CNY 39.79 million from the beginning of the period, primarily due to depreciation recognized in the current reporting period | | Intangible Assets | Decreased by CNY 1.68 million from the beginning of the period, primarily due to amortization recognized in the current reporting period | | Construction in Progress | Increased by CNY 7.59 million from the beginning of the period, primarily due to new repair projects for the Ningxia Jieyang Zhongyuan Photovoltaic Project | Analysis of Core Competitiveness Core competitiveness is driven by technological innovation, strong brand, extensive market network, and robust operational management - Technological innovation advantage: The company holds 25 authorized patents (including 23 invention patents) and participated as a primary drafting unit in 13 national and industry standards[30] - Brand advantage: The company possesses honors such as "China Well-known Trademark" and "Guangdong Province Famous Trademark"[31] - Market advantage: The company has established a marketing network and supply system covering the entire country and extending globally[32] - Operational management advantage: The company is certified under ISO9001 Quality Management System and ISO14001 Environmental Management System, and implements refined management[33] Management Discussion and Analysis Overview In H1 2019, the company's performance was under pressure, with total operating revenue decreasing and net profit turning to a loss H1 2019 Performance Overview | Indicator | Amount (CNY) | YoY Change | | :--- | :--- | :--- | | Total Operating Revenue | 206,707,613.98 | -37.93% | | Net Profit Attributable to Shareholders | -21,810,359.04 | -134.32% | Analysis of Main Business Main business revenue declined due to reduced fine chemical production and lower photovoltaic power generation, while financial expenses significantly increased - The 37.93% decrease in operating revenue was primarily due to the fine chemical business's plant relocation, leading to gradual capacity recovery, and reduced power generation from photovoltaic power stations due to continuous rainy weather[38] - Financial expenses significantly increased by 95.97% year-over-year, mainly due to higher interest expenses on borrowings in the current period[38] Main Business Revenue by Industry | Industry | Operating Revenue (CNY) | Percentage of Operating Revenue | YoY Change | | :--- | :--- | :--- | :--- | | Fine Chemical Industry | 83,682,795.69 | 40.49% | -45.63% | | Photovoltaic Power Generation Industry | 108,175,653.33 | 52.33% | -11.63% | | New Materials Industry | 14,849,164.96 | 7.18% | -0.89% | Analysis of Non-Core Business Non-core business impact on profit was primarily from investment income recognized through equity method accounting Non-Core Business Profit and Loss | Item | Amount (CNY) | Percentage of Total Profit | Reason for Formation | | :--- | :--- | :--- | :--- | | Investment Income | 2,901,576.95 | -17.83% | Primarily investment income recognized under the equity method for long-term equity investments | | Asset Impairment | 615,861.71 | 3.78% | Primarily provision for inventory impairment | | Credit Impairment | 992,222.49 | 6.10% | Primarily provision for bad debts on accounts receivable and other receivables | Analysis of Assets and Liabilities Asset and liability structure changed, with cash decreasing due to loan repayments and other payables increasing from non-financial institution borrowings - Monetary funds significantly decreased compared to the end of the prior year, with their proportion of total assets falling by 12.37 percentage points, primarily due to repayment of bank borrowings[45] - Short-term borrowings significantly decreased compared to the end of the prior year, with their proportion of total assets falling by 18.28 percentage points, primarily due to repayment of bank borrowings[46] - Other payables significantly increased compared to the end of the prior year, with their proportion of total assets rising by 7.80 percentage points, primarily due to an increase in borrowings payable to non-financial institutions at period-end[46] - As of the end of the reporting period, the company had CNY 657 million in restricted assets, primarily consisting of bank acceptance bill deposits, judicially frozen funds, and subsidiary equity, fixed assets, and accounts receivable pledged for financing leases and borrowings[49][50] Analysis of Investment Status Investment activities significantly contracted to zero, with the company terminating multiple planned projects and reallocating most raised funds to supplement working capital - Investment amount for the reporting period was CNY 0, a 100% decrease compared to CNY 30.95 million in the prior year[51] - The cumulative amount of raised funds with changed uses totaled CNY 1.46 billion, accounting for 95.97% of the total raised funds[57] - Due to the impact of new national photovoltaic policies and the company's challenges with "difficult and expensive financing," the company terminated the "Zhejiang 80MW Distributed Photovoltaic Power Generation Project" and the "Acquisition of 80% Equity in Shanghai Zhongli Industrial Co., Ltd. Project," and permanently supplemented working capital with the remaining raised funds[62][66][67] Significant Matters Litigation Matters While no major litigation occurred, the company faced multiple other lawsuits primarily involving accounts payable and receivable disputes - The company is involved in multiple litigation cases related to accounts payable and accounts receivable, with the total amount involved exceeding CNY 110 million[85] Integrity Status of the Company, Controlling Shareholder, and Actual Controller The controlling shareholder and actual controller face severe liquidity issues, with nearly all their shares pledged and fully judicially frozen - Controlling shareholder Caihong Group and its concerted party Mr. Chen Yongdi collectively hold 40.05% of the company's shares, of which 99.92% have been pledged and 100% have been judicially frozen[89] - Due to debt disputes with Zhongrong International Trust, the court has ruled to auction 87.80 million unrestricted shares held by controlling shareholder Caihong Group to repay debts[89] Significant Contracts and Their Performance The company engaged in significant contracts, including financing photovoltaic projects via leaseback arrangements, and addressed an unauthorized guarantee for the major shareholder - The company financed photovoltaic power station projects such as Hefei Yongju, Xinyu Deyou, and Huzhou Jingsheng through sale-and-leaseback financing leases, with total lease principal amounting to CNY 408.5 million[98] - The company engaged in an unauthorized external guarantee: providing a maximum pledge guarantee of CNY 20 million for a loan to its major shareholder, Caihong Group, without internal approval procedures; this margin was later deducted by the bank, but Caihong Group fully compensated the company for the loss on January 18, 2019[103][104][105] Share Changes and Shareholder Information Share Change Status Total share capital remained unchanged, while restricted shares decreased due to lock-up expiration and management shareholding changes, increasing unrestricted shares Share Change Status | Share Type | Quantity Before Change | Quantity After Change | Percentage After Change | | :--- | :--- | :--- | :--- | | Restricted Shares | 633,040,131 | 493,454,359 | 26.21% | | Unrestricted Shares | 1,249,371,741 | 1,388,957,513 | 73.79% | | Total Shares | 1,882,411,872 | 1,882,411,872 | 100.00% | - Share changes were primarily due to the expiration of the lock-up period for shares issued in the 2015 non-public offering, and changes in restricted shares held by senior management due to their appointments and departures[115] Number of Shareholders and Shareholding Status The company had 85,264 common shareholders, with the top two, the actual controller and his controlled entity, holding a significant combined stake - As of the end of the reporting period, the company had a total of 85,264 common shareholders[119] Top Four Shareholders' Shareholding Status | Shareholder Name | Shareholding Percentage | Number of Shares Held | Share Status | | :--- | :--- | :--- | :--- | | Chen Yongdi | 26.26% | 494,406,779 | Pledged/Frozen | | Shenzhen Caihong Venture Capital Group Co., Ltd. | 13.79% | 259,504,859 | Pledged/Frozen | | Shenzhen Huitong Zhengyuan Equity Investment Fund Partnership | 6.45% | 121,427,844 | Pledged | | Shenzhen Baoxin Financial Services Co., Ltd. | 5.00% | 94,120,845 | - | Information on Preferred Shares - The company had no preferred shares during the reporting period[123] Information on Directors, Supervisors, and Senior Management - During the reporting period, the company appointed Mr. Su Zheng as its Chief Financial Officer on February 19, 2019[126] Information on Corporate Bonds - The company has no corporate bonds publicly issued and listed on a stock exchange that are unexpired or not fully redeemed as of the approval date of the semi-annual report[129] Financial Report Financial Statements The unaudited H1 2019 financial report presents the company's financial position, performance, and cash flows, showing a net loss for the period - The company's 2019 semi-annual financial report is unaudited[131] Significant Accounting Policies and Estimates The company adopted new financial instrument accounting standards and revised financial statement formats, detailing key policies for asset classification, valuation, and revenue recognition - The company adopted new financial instrument standards effective January 1, 2019, and retrospectively adjusted presentation items according to the newly revised 2019 financial statement format, reclassifying "available-for-sale financial assets" to "other non-current financial assets"[260][266] - Photovoltaic power generation revenue is recognized upon grid connection and signing of the "Power Purchase and Sale Contract," based on the agreed-upon grid-connected electricity price and generated electricity volume, with national renewable energy electricity price subsidies recognized as revenue as per regulations[246] Notes to Consolidated Financial Statements Consolidated financial statement notes detail key balances, including cash (partially frozen), accounts receivable, fixed assets (primarily photovoltaic power stations), and other payables from non-bank borrowings - Period-end monetary funds totaled CNY 55.39 million, of which CNY 17.93 million was frozen due to litigation[279] - Period-end accounts receivable had a book balance of CNY 485 million, with a bad debt provision of CNY 59.53 million, resulting in a book value of CNY 425 million; individually assessed bad debt provision for accounts receivable amounted to CNY 54.39 million, with a provision rate as high as 99.83%[284][285] - Period-end fixed assets had a book value of CNY 1.437 billion, with photovoltaic power stations accounting for CNY 1.405 billion, representing the company's most significant asset[328] - Among period-end other payables, borrowings from non-bank institutions amounted to CNY 384 million, constituting a significant portion of liabilities[382] Catalogue of Reference Documents - Reference documents include financial statements signed and sealed by the legal representative, chief financial officer, and head of accounting department, original copies of all company documents publicly disclosed during the reporting period, and the original text of the 2019 semi-annual report signed by the chairman[547]