*ST围海(002586) - 2019 Q4 - 年度财报

Financial Violations and Governance - The company reported a violation of external guarantee procedures amounting to 718 million yuan as of December 31, 2019, with 60 million yuan related to guarantees for subsidiaries[5]. - The company identified non-operating fund occupation by the controlling shareholder totaling 176.5 million yuan before December 31, 2018, which has since been recovered[7]. - The company received an audit report with a disclaimer of opinion from its accounting firm, indicating significant uncertainties in its financial reporting[4]. - The company plans to implement measures to improve internal controls and governance structures to prevent future violations and ensure compliance with financial regulations[8]. - The company has committed to taking legal action to protect shareholder interests regarding the identified violations[6]. - The company has acknowledged the need for improved management of its seal usage and documentation processes to prevent unauthorized use[8]. - The company is actively cooperating with regulatory authorities regarding an investigation into the alleged fund occupation by the controlling shareholder, with most of the identified issues dating back to 2018[156]. - The independent auditor issued a disclaimer of opinion on the 2019 financial report due to insufficient audit evidence, prompting the board to outline specific measures to address the uncertainties[157]. - The company has faced penalties for failing to disclose information regarding guarantees provided to controlling shareholders, resulting in public reprimands[187]. - The company has been criticized for not following approval procedures for guarantees provided to controlling shareholders, leading to regulatory scrutiny[188]. Financial Performance - The company's operating revenue for 2019 was approximately ¥3.44 billion, a decrease of 2.89% compared to ¥3.54 billion in 2018[23]. - The net profit attributable to shareholders for 2019 was approximately -¥1.11 billion, representing a decline of 539.39% from ¥252.91 million in 2018[23]. - The net cash flow from operating activities for 2019 was approximately -¥72.92 million, a decrease of 199.16% compared to ¥73.54 million in 2018[23]. - The basic earnings per share for 2019 was -¥0.97, a decline of 521.74% from ¥0.23 in 2018[23]. - The total assets at the end of 2019 were approximately ¥9.92 billion, a decrease of 10.80% from ¥11.12 billion at the end of 2018[24]. - The net assets attributable to shareholders at the end of 2019 were approximately ¥4.05 billion, a decrease of 24.26% from ¥5.35 billion at the end of 2018[24]. - The weighted average return on net assets for 2019 was -23.79%, a decline of 28.98% from 5.19% in 2018[24]. - The company reported a total revenue of 16,475,000,000.00 CNY for the year, with a net loss of 46,495,000.00 CNY[89]. - The company reported a significant loss of 141,957,645 in the engineering development segment for the year[126]. Cash Flow and Investments - The net cash flow from operating activities has declined, with accounts receivable growth outpacing revenue growth, indicating potential liquidity issues[156]. - The company recorded a significant difference between net cash flow from operating activities and net profit due to large goodwill impairment provisions and violations of guarantees[75]. - The company has ongoing investments in various projects, with a total investment amount of 10,850,000,000.00 CNY and a 38% ownership stake in the Ningbo South Economic Development Zone project[88]. - The company reported a total of 490,000,000.00 CNY in purchases during the reporting period, with a cumulative investment income of 32,232,984.00 CNY[91]. - The company has made significant non-equity investments, with a total of 806,550,000.00 CNY in various asset categories, including a loss of 1,800,000.00 CNY in fair value changes[91]. - The company has established dedicated accounts for managing raised funds, ensuring compliance with regulatory requirements[96]. - The company has committed to strengthening internal control systems to address the non-operating fund occupation issues and ensure timely repayment[152]. Shareholder and Dividend Policies - The company will not distribute cash dividends, issue bonus shares, or convert reserves into share capital for the year[10]. - The company has proposed no profit distribution or capital reserve transfer for the year 2019, pending shareholder approval[139]. - The cash dividend payout ratio for 2018 was 67.86% of the net profit attributable to shareholders[140]. - The cash dividend payout ratio for 2017 was 24.42% of the net profit attributable to shareholders[140]. - The company has established a three-year shareholder return plan (2018-2020) to enhance transparency and shareholder engagement in profit distribution decisions[137]. Legal and Regulatory Issues - The company is currently involved in multiple lawsuits, with a total amount in dispute of approximately 12,502.67 million CNY related to a loan dispute[183]. - The company is also facing a lawsuit regarding environmental pollution with a claim amount of 2.20 million CNY, which is still under trial[183]. - Another lawsuit involves a claim of 680 million CNY related to a private loan dispute, currently in the appeals process[183]. - The company has a contract dispute with a claim amount of 1,861 million CNY, which is still under trial[184]. - The company has been under investigation by the China Securities Regulatory Commission for potential violations related to information disclosure[187]. Operational Strategies and Future Outlook - The company plans to focus on major infrastructure projects, with an emphasis on water conservancy and ecological engineering, as part of the national strategy to boost investment in traditional infrastructure[127]. - The company aims to stabilize its operations by optimizing its business structure and introducing strategic investors to improve financial health[128]. - The company intends to strengthen internal controls and improve management efficiency to mitigate risks associated with its operations[131]. - The company is actively seeking to divest low-efficiency subsidiaries while retaining profitable projects to enhance overall performance[129]. - The company plans to leverage partnerships with professional institutions to facilitate strategic investments and improve operational stability[129]. Internal Controls and Risk Management - The company plans to enhance its internal audit functions to monitor key operational and financial processes more effectively[8]. - The company is focused on enhancing internal control systems to prevent future occurrences of similar issues as part of its strategic response to regulatory scrutiny[156]. - The company will focus on risk management strategies to address potential challenges, including financial and operational risks[132]. - The company has engaged in multiple institutional communications to discuss its operational status and industry trends[134].