星网宇达(002829) - 2018 Q4 - 年度财报

Item I Important Notice, Table of Contents and Definitions This section provides crucial disclaimers, defines key terms used throughout the report, and outlines the report's structure Important Notice The company's board of directors, supervisory board, and senior management guarantee the annual report's truthfulness, accuracy, and completeness, with no false records, misleading statements, or major omissions - The company's board of directors and senior management guarantee the truthfulness, accuracy, and completeness of the report content[4] - The company's 2018 profit distribution plan is to not distribute cash dividends, bonus shares, or convert capital reserves into share capital[6] Definitions This chapter defines key company entities, related parties, regulatory bodies, and professional terms used in the report, providing a foundation for understanding its content - The reporting period is defined as January 1, 2018, to December 31, 2018[12] Item II Company Profile and Key Financial Indicators This section provides the company's fundamental information and presents a comprehensive overview of its key accounting data and financial performance Company Basic Information This chapter provides the company's basic business registration details, including stock name 'Star-Net Yu Da', code '002829', legal representative, and registered and office addresses, noting no changes in main business or controlling shareholder during the reporting period Company Basic Information | Item | Information | | :--- | :--- | | Stock Abbreviation | Star-Net Yu Da | | Stock Code | 002829 | | Listing Exchange | Shenzhen Stock Exchange | | Legal Representative | Chi Jiasheng | | Change in Main Business | No Change | | Change in Controlling Shareholder | No Change | Key Accounting Data and Financial Indicators In 2018, the company reported CNY 402.32 million in operating revenue, a 1.77% decrease, and CNY 18.51 million in net profit attributable to the parent, a 70.49% decline, while operating cash flow improved to CNY -50.85 million Key Financial Indicators for 2018 | Indicator | 2018 | 2017 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Operating Revenue (CNY) | 402,320,357.43 | 409,570,543.07 | -1.77% | | Net Profit Attributable to Parent (CNY) | 18,513,070.63 | 62,743,467.94 | -70.49% | | Non-recurring Net Profit Attributable to Parent (CNY) | 2,947,904.54 | 46,352,500.60 | -93.64% | | Net Cash Flow from Operating Activities (CNY) | -50,854,382.65 | -55,369,295.51 | 8.15% | | Basic Earnings Per Share (CNY/share) | 0.12 | 0.41 | -70.73% | | Weighted Average Return on Net Assets | 2.26% | 8.42% | -6.16% | | Total Assets (CNY) | 1,638,875,647.09 | 1,664,518,343.29 | -1.54% | | Net Assets Attributable to Parent (CNY) | 852,224,276.48 | 780,921,979.35 | 9.13% | - The company's total non-recurring gains and losses amounted to CNY 15.56 million, primarily from government subsidies of CNY 20.63 million[25][26] Item III Business Overview This section details the company's core businesses, operational models, and strategic positioning within the high-tech and defense-civil fusion industries I. Main Businesses During the Reporting Period The company focuses on inertial technology development and industrial application, with core businesses in information sensing, data communication, and unmanned platforms, forming four product lines: navigation, measurement, stabilization, and marine engineering equipment - The company's core technology is inertial technology, forming three major business segments: information sensing, data communication, and unmanned platforms[29] - During the reporting period, the company achieved breakthroughs in navigation business, securing over CNY 30 million in order intentions for high-precision fiber optic inertial navigation systems and becoming a key member of Baidu's "Apollo" autonomous driving ecosystem[32] - The company operates in high-tech and strategic emerging industries encouraged by the state, with defense-civil fusion elevated to a national strategy, providing broad development space[40][41] III. Core Competitiveness Analysis The company's core competitiveness spans strategic layout, product technology, market channels, talent, brand, and qualifications, enabling a full industry chain from inertial devices to intelligent unmanned systems - The company has formed a complete product spectrum from devices and components to systems, covering multiple links of the intelligent industry chain, and is widely applied in intelligent driving and intelligent security[44][47] - The company secured first place in the F2 group of the Army's "Leap Over Obstacles 2018" unmanned system challenge, demonstrating its system-level product development capabilities in unmanned vehicles[45][48] - The company possesses all four military qualifications, including military product quality system certification and confidentiality qualifications for weapons and equipment research and production units, forming significant market entry barriers[55] Item IV Management Discussion and Analysis This section provides an overview of the company's operational performance, detailed analysis of its main business segments, investment activities, and future development outlook I. Overview In 2018, the company's operating revenue was CNY 402 million, a 1.77% decrease year-on-year, and net profit attributable to the parent company significantly declined by 70.49% to CNY 18.51 million, primarily due to market competition, price reductions, and policy changes affecting traditional businesses, alongside substantial R&D and new business investments 2018 Traditional Business Sales Change | Product Category | 2018 Sales (CNY 10,000) | Year-on-Year vs 2017 | | :--- | :--- | :--- | | Navigation Products | 7,652.12 | -19.71% | | Measurement Products | 2,703.42 | -50.60% | | Stabilization Products | 7,854.17 | -41.37% | - Emerging businesses (optoelectronic detection, radar, infrared detection, UAVs, etc.) achieved an output value of CNY 40.22 million, a 42.14% year-on-year increase, demonstrating strong growth momentum[66] - The company made new progress in its unmanned intelligent industry layout, strategically entering the unmanned combat vehicle business, winning the "Leap Over Obstacles" unmanned system challenge, and qualifying for key equipment model tenders[69] II. Main Business Analysis In 2018, the company's main business revenue composition significantly shifted, with marine engineering equipment revenue surging by 147.13% to become the largest revenue source, while traditional navigation, measurement, and stabilization product revenues declined substantially 2018 Operating Revenue Composition (by Product) | Product Category | Operating Revenue (CNY) | Proportion of Total Revenue | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Marine Engineering Equipment | 152,285,913.99 | 37.85% | 147.13% | | Stabilization Products | 78,541,702.57 | 19.52% | -41.37% | | Navigation Products | 76,521,226.56 | 19.02% | -19.71% | | Measurement Products | 27,034,232.85 | 6.72% | -50.60% | 2018 Period Expenses | Expense Item | 2018 Amount (CNY) | 2017 Amount (CNY) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Selling Expenses | 26,573,939.06 | 15,448,156.00 | 72.02% | | Administrative Expenses | 71,341,618.75 | 65,052,435.79 | 9.67% | | Financial Expenses | 5,820,075.19 | -2,589,830.32 | 324.73% | | Research and Development Expenses | 66,366,336.70 | 42,147,410.30 | 57.46% | - Sales to the company's top five customers accounted for 36.90% of total annual sales, indicating a relatively high customer concentration[86] V. Investment Status Analysis During the reporting period, the company made significant equity investments, contributing CNY 156 million as a limited partner to establish Beijing Xinghua Zhilian Investment Fund, primarily for industrial mergers and acquisitions in intelligent unmanned systems and high-end sensors - The company invested CNY 156 million to establish the industrial M&A fund "Beijing Xinghua Zhilian Investment Fund (Limited Partnership)," holding a 25.74% stake, aiming for industrial layout around its main business[103] - As of the end of 2018, CNY 240 million of the CNY 308 million raised from the company's initial public offering had been utilized, primarily for industrialization projects of inertial navigation and control products, driving test systems, and R&D center projects[107][110] IX. Outlook for Company's Future Development The company anticipates rapid growth in intelligent unmanned systems, increased demand for high-precision and high-reliability military applications, and industry consolidation, while adhering to its "1+N" development strategy focused on inertial technology and unmanned intelligence - The company anticipates future trends including rapid development of intelligent unmanned systems, higher precision requirements for military applications, and increased industry concentration[119] - The company's development strategy adheres to the "1+N" development strategy and "organic growth and external expansion, dual-wheel drive" operational strategy, focusing on unmanned intelligent fields with inertial technology as its core[123] - The 2019 operational plan focuses on integrating group resources to build three business lines—sensing, communication, and platforms—with a priority on rapid implementation of unmanned aerial vehicles and unmanned ground vehicles[130][131] Item V Significant Events This section details the company's profit distribution, fulfillment of commitments, and implementation of equity incentive plans during the reporting period I. Common Stock Profit Distribution and Capital Reserve to Share Capital Conversion During the reporting period, the company strictly adhered to its profit distribution policy, proposing no cash dividends, bonus shares, or capital reserve conversions for 2018, with undistributed profits allocated for operational working capital and continuous development - The 2018 profit distribution proposal is to not distribute cash dividends, bonus shares, or convert capital reserves into share capital[147] Cash Dividend Distribution Over the Last Three Years | Dividend Year | Cash Dividend Amount (CNY) | Ratio to Net Profit Attributable to Parent | | :--- | :--- | :--- | | 2018 | 0.00 | 0.00% | | 2017 | 3,139,204.40 | 5.00% | | 2016 | 15,200,000.00 | 20.73% | III. Fulfillment of Commitments During the reporting period, the company's actual controllers, shareholders, directors, supervisors, and senior management strictly fulfilled their commitments made during the initial public offering, including share lock-up, stock price stabilization, and information disclosure - Controlling subsidiary Star-Net Marine Electronics completed its 2018 performance commitment, achieving CNY 50.57 million in non-recurring net profit attributable to the parent, exceeding the promised CNY 50 million[159][160] - Controlling subsidiary Kaitun Huanyu achieved CNY 6.86 million in net profit attributable to the parent in 2018, with its three-year average commitment of not less than CNY 10 million still under assessment[159][160] - Due to Kaitun Huanyu's underperformance, the company conducted an impairment test on its goodwill, recognizing a goodwill impairment provision of CNY 3.82 million[163] XV. Implementation of Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures During the reporting period, the company continued to advance its 2017 restricted stock incentive plan, granting reserved restricted shares and completing the first unlocking period for 2.685 million shares, while also repurchasing and canceling some unvested shares due to employee departures or unmet performance targets - In 2018, the company granted 330,000 reserved restricted shares to 13 incentive recipients[174] - The conditions for the first unlocking period of the 2017 restricted stock incentive plan were met, with 77 incentive recipients collectively unlocking 2.68504 million shares[175] - Due to unmet performance conditions in 2018, the company initiated the repurchase and cancellation of certain granted but unvested restricted shares[177] Item VI Changes in Shares and Shareholder Information This section details the company's share capital changes and shareholder structure, including the total number of shareholders and the holdings of the controlling shareholders and actual controllers I. Changes in Shares During the reporting period, the company's total share capital decreased from 161.7 million shares to 160.6 million shares, primarily due to the unlocking of restricted shares under the equity incentive plan, the granting of reserved restricted shares, and the repurchase and cancellation of certain restricted shares Shareholding Changes | Share Class | Quantity Before Change | Quantity After Change | Net Change | | :--- | :--- | :--- | :--- | | Restricted Shares | 102,660,504 | 99,323,039 | -3,337,465 | | Unrestricted Shares | 59,009,496 | 61,230,761 | +2,221,265 | | Total Share Capital | 161,670,000 | 160,553,800 | -1,116,200 | III. Shareholders and Actual Controllers As of the end of the reporting period, the company had 15,465 common shareholders, with Mr. Chi Jiasheng and Mr. Li Guosheng serving as the controlling shareholders and actual controllers, who are parties acting in concert and collectively hold 52.91% of the company's shares Top Five Shareholders' Shareholdings | Shareholder Name | Shareholding Percentage | Shares Held at End of Reporting Period | | :--- | :--- | :--- | | Chi Jiasheng | 27.45% | 44,069,140 | | Li Guosheng | 25.46% | 40,877,204 | | Tianjin Leishi Tianyi Equity Investment Partnership | 4.17% | 6,694,908 | | Xu Yefeng | 4.11% | 6,605,536 | | Hangzhou Aoding Investment Partnership | 2.93% | 4,704,846 | - The company's controlling shareholders and actual controllers are Chi Jiasheng and Li Guosheng, who are parties acting in concert[233][237] Item VII Preferred Shares Related Information This section confirms that the company had no preferred shares during the reporting period Preferred Shares Information During the reporting period, the company had no preferred shares - The company had no preferred shares during the reporting period[240] Item VIII Directors, Supervisors, Senior Management, and Employees This section details the shareholding changes of the company's directors, supervisors, and senior management, as well as the overall employee structure by professional composition and education level I. Shareholding Changes of Directors, Supervisors, and Senior Management During the reporting period, some directors, supervisors, and senior management experienced shareholding changes, with Chairman Chi Jiasheng increasing his holdings by 578,000 shares, Vice Chairman Li Guosheng by 291,600 shares, and Director and General Manager Xu Yefeng by 100,000 shares - Chairman Chi Jiasheng increased his shareholding by 578,000 shares, holding 44,069,140 shares at period-end[244] - Vice Chairman Li Guosheng increased his shareholding by 291,600 shares, holding 40,877,204 shares at period-end[244] V. Company Employee Information As of the end of the reporting period, the company had a total of 607 employees, with technical personnel constituting the largest professional group at 40.86% (248 individuals), and 58.32% (354 individuals) holding a bachelor's degree or higher Employee Professional Composition | Professional Composition | Number of Employees | Percentage | | :--- | :--- | :--- | | Technical Personnel | 248 | 40.86% | | Production Personnel | 123 | 20.26% | | Management Personnel | 109 | 17.96% | | Administrative Personnel | 69 | 11.37% | | Sales Personnel | 32 | 5.27% | | Financial Personnel | 26 | 4.28% | | Total | 607 | 100.00% | Item IX Corporate Governance This section outlines the company's adherence to corporate governance standards, ensuring independent operation of its board, supervisory board, and internal structures, with no significant discrepancies from regulatory requirements I. Basic Status of Corporate Governance During the reporting period, the company operated in strict compliance with relevant laws and regulations, maintaining a sound corporate governance structure and independence from its controlling shareholder in business, personnel, assets, organization, and finance - The company's corporate governance structure complies with relevant laws and regulations, maintaining "five independences" from its controlling shareholder in business, personnel, assets, organization, and finance[262][265] Item X Corporate Bonds Related Information This section confirms that the company had no outstanding or defaulted corporate bonds publicly issued and listed on a stock exchange during the reporting period Corporate Bonds Information During the reporting period, the company had no corporate bonds that were publicly issued and listed on a stock exchange, and were either unexpired or not fully redeemed by the approval date of the annual report - The company had no unexpired or defaulted corporate bonds[283] Item XI Financial Report This section presents the company's audited financial statements for 2018, including the audit opinion, key financial figures, and detailed notes to the consolidated financial statements I. Audit Report Lixin Certified Public Accountants (Special General Partnership) issued a standard unqualified audit opinion on the company's 2018 financial statements, affirming their fair presentation of the company's financial position and operating results, with key audit matters identified as "provision for doubtful accounts on accounts receivable" and "revenue recognition" - The audit opinion type is a standard unqualified opinion[288] - Key audit matters include: - Provision for doubtful accounts on accounts receivable: Due to the significant accounting estimates and judgments required by management in determining impairment provisions, and the material amount involved[290][291] - Revenue recognition: Due to revenue being a key performance indicator, there is an inherent risk of management manipulating the timing of revenue recognition to achieve specific targets[292] II. Financial Statements This chapter includes the company's 2018 consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity, showing total assets of CNY 1.639 billion and net profit attributable to the parent of CNY 18.51 million Consolidated Balance Sheet Key Items (2018-12-31) | Item | Period-End Balance (CNY) | | :--- | :--- | | Total Assets | 1,638,875,647.09 | | Total Liabilities | 660,539,134.16 | | Total Equity Attributable to Parent Company Owners | 852,224,276.48 | Consolidated Income Statement Key Items (2018) | Item | Current Period Amount (CNY) | | :--- | :--- | | Total Operating Revenue | 402,320,357.43 | | Total Operating Costs | 400,930,168.54 | | Total Profit | 43,085,632.46 | | Net Profit Attributable to Parent Company Owners | 18,513,070.63 | VII. Notes to Consolidated Financial Statement Items This chapter provides detailed explanations of key items in the consolidated financial statements, including accounts receivable, goodwill impairment, and significant increases in short-term and long-term borrowings and research and development expenses - Accounts receivable book value at period-end was CNY 393 million, a 29.7% increase from the beginning of the period, with the top five debtors accounting for 36.53% of the total[450][455] - Goodwill arising from the acquisition of Kaitun Huanyu had an impairment provision of CNY 3.82 million recognized in the current period[498][499] - Research and development expenses amounted to CNY 66.37 million, a 57.46% increase from CNY 42.15 million in the previous period, primarily due to staff salaries, materials, and depreciation/amortization[572] Item XII List of Documents for Reference This section lists the documents available for public inspection, including signed financial statements, the original audit report, original announcements from the reporting period, and the original annual report text signed by the chairman Documents for Reference This chapter lists the documents available for reference, including signed accounting statements, the original audit report, original announcements from the reporting period, and the original annual report text signed by the chairman, all kept at the company's board of directors' office - Documents for reference include signed accounting statements, the original audit report, original announcements, and the original annual report text[702]