海伦哲(300201) - 2021 Q3 - 季度财报

Important Notice This section highlights key declarations from the board and management, the unaudited status of the report, and potential legal risks regarding board resolutions Statements from the Board of Directors, Supervisory Board, and Senior Management The company's board, supervisory board, and senior management affirm the truthfulness, accuracy, and completeness of this quarterly report, assuming legal responsibility - The Board of Directors, Supervisory Board, and senior management guarantee the quarterly report's truthfulness, accuracy, and completeness, free from false records, misleading statements, or major omissions[3] - The company's principal, the person in charge of accounting, and the head of the accounting department declare the financial information to be true, accurate, and complete[3] Audit Status This third-quarter report has not been audited - The third-quarter report is unaudited[3] Legal Risk Warning Certain board resolutions may be deemed invalid, non-existent, or revocable by the court based on a judicial ruling - According to a ruling by Xuzhou Economic and Technological Development Zone People's Court in Jiangsu Province, certain company board resolutions may be deemed invalid, non-existent, or revocable by the court in the future[3] Key Financial Data This section presents the company's main accounting data, financial indicators, non-recurring gains and losses, and explanations for significant changes in financial metrics Key Accounting Data and Financial Indicators Revenue declined year-over-year for both the current period and year-to-date, but net profit attributable to shareholders and basic EPS significantly increased, while YTD net cash flow from operating activities was negative and sharply decreased Key Accounting Data and Financial Indicators | Indicator | Current Period | YoY Change (Current Period) | Year-to-Date | YoY Change (Year-to-Date) | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue (Yuan) | 425,445,442.75 | -7.44% | 1,055,250,019.50 | -8.78% | | Net Profit Attributable to Shareholders (Yuan) | 23,934,378.76 | 109.35% | 47,830,553.06 | 117.48% | | Net Profit Attributable to Shareholders After Non-Recurring Items (Yuan) | 24,273,754.71 | 109.41% | 35,372,375.10 | 112.66% | | Net Cash Flow from Operating Activities (Yuan) | —— | —— | -265,612,910.13 | -430.46% | | Basic EPS (Yuan/share) | 0.0230 | 109.35% | 0.0460 | 117.50% | | Diluted EPS (Yuan/share) | 0.0230 | 109.35% | 0.0460 | 117.50% | | Weighted Average ROE | 2.22% | 30.78% | 4.49% | 34.76% | | Total Assets (Yuan) | 2,296,043,073.22 (End of Current Period) | -19.89% (Compared to End of Prior Year) | | | | Owners' Equity Attributable to Shareholders (Yuan) | 1,198,646,275.86 (End of Current Period) | 4.26% (Compared to End of Prior Year) | | | Non-Recurring Gains and Losses and Their Amounts Current period non-recurring gains and losses were negative due to non-current asset disposal losses, while year-to-date were positive, driven by government grants and gains from subsidiary acquisitions Non-Recurring Gains and Losses and Their Amounts | Item | Amount for Current Period (Yuan) | Amount Year-to-Date (Yuan) | | :--- | :--- | :--- | | Gains/Losses on Disposal of Non-Current Assets | -4,704,334.06 | -878,966.80 | | Government Grants Recognized in Current Profit/Loss | 1,714,383.47 | 14,980,184.27 | | Gains from Investment Cost of Subsidiaries, Associates, and Joint Ventures Being Less Than Fair Value of Identifiable Net Assets Acquired | 3,590,404.09 | 1,980,569.88 | | Other Gains/Losses Meeting the Definition of Non-Recurring Items | -840,073.59 | -1,360,117.57 | | Total | -339,375.95 | 12,458,177.96 | Changes in Key Accounting Data and Financial Indicators and Their Reasons Significant changes in financial metrics include a sharp decrease in cash due to procurement and loan repayments, increased inventory for peak season, higher other receivables from equity transfers, reduced short-term borrowings and contract liabilities, substantial growth in investment income from subsidiary equity transfers, increased credit impairment losses from bad debt provisions, and a significant decrease in asset impairment losses due to prior year goodwill impairment - Cash and cash equivalents at period-end were 74,906,093.55 Yuan, a decrease of 88.44% from the beginning of the period, primarily due to payments for raw materials to fulfill orders and repayment of bank loans[9] - Inventories at period-end were 421,192,918.31 Yuan, an increase of 31.64% from the beginning of the period, mainly due to increased production for the traditional peak season in the fourth quarter[10] - Other receivables at period-end were 81,375,399.68 Yuan, an increase of 71.51% from the beginning of the period, primarily due to the completion of 100% equity transfers of Lianshuo Technology and Juneng Weiye, leading to the derecognition of intercompany loans[10] - Short-term borrowings at period-end were 247,233,826.39 Yuan, a decrease of 50.33% from the beginning of the period, mainly due to the gradual repayment of bank loans during the reporting period[10] - Contract liabilities at period-end were 10,330,326.95 Yuan, a decrease of 91.94% from the beginning of the period, primarily due to the recognition of advance receipts as revenue during the reporting period[10] - Investment income year-to-date was 6,980,570.88 Yuan, a 715.00% increase compared to the same period last year, mainly due to the completion of 100% equity transfers of Lianshuo Technology and Juneng Weiye during the reporting period[11] - Credit impairment losses year-to-date were -52,023,399.31 Yuan, a 148.90% increase compared to the same period last year, primarily due to the provision for bad debts on other receivables from Schmitz Germany and Lianshuo Technology[11] - Asset impairment losses year-to-date were -39,432,331.20 Yuan, an 86.52% decrease compared to the same period last year, mainly because goodwill impairment provisions for Lianshuo Technology and Juneng Weiye were made in the prior year period[11] Shareholder Information This section details the total number of common shareholders, the top ten shareholders' holdings, and changes in restricted shares Total Number of Common Shareholders and Top Ten Shareholders' Shareholding As of the end of the reporting period, the company had 48,572 common shareholders, with Jiangsu Electromechanical Research Institute Co., Ltd. as the largest shareholder (15.64%), whose shares are largely pledged and frozen - The total number of common shareholders at the end of the reporting period was 48,572[14] Top 10 Shareholders' Shareholding | Shareholder Name | Shareholder Nature | Shareholding Percentage | Number of Shares Held (shares) | Pledged, Marked, or Frozen Status (Number of shares) | | :--- | :--- | :--- | :--- | :--- | | Jiangsu Electromechanical Research Institute Co., Ltd. | Domestic Non-State-Owned Legal Person | 15.64% | 162,822,339 | Pledged 105,710,000; Frozen 91,332,339 | | MEI TUNG(CHINA) LIMITED | Overseas Legal Person | 11.16% | 116,150,229 | 0 | | Zhongtianze Holding Group Co., Ltd. | Domestic Non-State-Owned Legal Person | 6.85% | 71,340,149 | 0 | | Yang Ya | Domestic Natural Person | 4.92% | 51,264,442 | Pledged 51,264,442; Frozen 51,264,442 | | Ding Jianping | Domestic Natural Person | 4.34% | 45,221,322 | Pledged 45,000,000; Frozen 7,931,696 | - Mr. Ding Jianping is the legal representative of the company's largest shareholder, Jiangsu Electromechanical Research Institute Co., Ltd., and directly holds 67.78% of its equity[15] Changes in Restricted Shares At the end of the reporting period, the company had 94,893,386 restricted shares, with 79,685 shares released this period, primarily from resigned senior executive lock-up shares Changes in Restricted Shares | Shareholder Name | Restricted Shares at Beginning of Period (shares) | Restricted Shares Released This Period (shares) | Restricted Shares Increased This Period (shares) | Restricted Shares at End of Period (shares) | Reason for Restriction | | :--- | :--- | :--- | :--- | :--- | :--- | | Chen Huiyuan | 318,739 | 79,685 | 0 | 239,054 | Restricted Shares of Resigned Senior Executive | | Other Restricted Shares | 94,654,332 | 0 | 0 | 94,654,332 | Restricted Shares of Senior Executives, Restricted Shares of Resigned Senior Executives | | Total | 94,973,071 | 79,685 | 0 | 94,893,386 | -- | Other Significant Matters This section covers ongoing litigation, dissenting opinions from board members regarding shareholder relations and asset valuation, and statements from directors and supervisors Progress of Company-Involved Lawsuits The company faces a lawsuit regarding the legality of its 2020 annual general meeting resolutions, with the court prohibiting the implementation of certain director and supervisor election resolutions and rejecting the company's objection to the injunction - Jiangsu Electromechanical Research Institute Co., Ltd. and Ding Jianping sued the company, requesting the invalidation of the 2020 Annual General Meeting resolutions made on May 21, 2021[18][19] - The court ruled to prohibit the company from implementing the resolutions of the 2020 Annual General Meeting regarding the election of Jin Shiwei, Bo Xiaoming, Dong Dai, Tong Xiaomin as non-independent directors, Zhang Fubo, Huang Huamin as independent directors, and Li Yuhua, Chen You as non-employee representative supervisors[20] - The company's "Objection to Preservation Measures" was rejected by the court, requiring immediate enforcement of the court's ruling[20] Dissenting Opinions from Board Members Certain directors dispute the shareholder affiliation statement, asserting that Jiangsu Electromechanical Research Institute, Ding Jianping, and Zhongtianze Group remain parties acting in concert, and request inclusion of litigation details for Huizhou Lianshuo's construction-in-progress and assessment of asset impairment provisions - Directors Jin Shiwei, Bo Xiaoming, Dong Dai, Tong Xiaomin, Zhang Fubo, Huang Huamin, and Du Min disagree with the description of shareholder affiliation in the report, believing that the voting rights entrustment agreement between Jiangsu Electromechanical Research Institute, Ding Jianping, and Zhongtianze Group remains valid, and the three parties should still be considered parties acting in concert[21] - These directors request the inclusion of litigation information regarding Huizhou Lianshuo's construction-in-progress (totaling 84.5 million Yuan) in the report, and a thorough verification of the true value of the construction-in-progress to provide for asset impairment[21] Statements from Directors and Supervisors Directors Ma Chao and Deng Haojie dispute the legality of the board meeting convened by Jin Shiwei but have no objection to the report's disclosure; Supervisory Board Chairman Jiang Shanshan states that Li Yuhua and Chen You are prohibited from performing supervisory duties, but she herself has no objection to the report's disclosure - Directors Ma Chao and Deng Haojie do not recognize the legality and validity of the board meeting convened by Jin Shiwei on October 27, 2021, as the court ruled to prohibit Jin Shiwei and others from performing their director duties[22] - Supervisory Board Chairman Jiang Shanshan declares that, according to the court's ruling, Li Yuhua and Chen You are currently prohibited from performing their supervisory duties, and their actions lack legality and validity[23] - Despite internal disputes, Directors Ma Chao, Deng Haojie, and Supervisor Jiang Shanshan all state no objection to the final 2021 Third Quarter Report disclosure, agreeing to its release and guaranteeing its truthfulness, accuracy, and completeness[22][23] Quarterly Financial Statements This section includes the consolidated balance sheet, income statement, and cash flow statement, along with explanations for financial statement adjustments and audit status Consolidated Balance Sheet As of September 30, 2021, total assets decreased by 19.89% from the prior year-end, mainly due to a significant reduction in cash and cash equivalents, while total liabilities also decreased, and owners' equity attributable to shareholders slightly increased Consolidated Balance Sheet Key Data | Item | September 30, 2021 (Yuan) | December 31, 2020 (Yuan) | Change Percentage | | :--- | :--- | :--- | :--- | | Total Assets | 2,296,043,073.22 | 2,866,155,954.23 | -19.89% | | Total Liabilities | 1,092,549,226.03 | 1,720,784,283.47 | -36.51% | | Total Owners' Equity | 1,203,493,847.19 | 1,145,371,670.76 | 5.07% | | Cash and Cash Equivalents | 74,906,093.55 | 647,757,421.43 | -88.44% | | Inventories | 421,192,918.31 | 319,946,102.86 | 31.64% | | Short-term Borrowings | 247,233,826.39 | 497,759,677.50 | -50.33% | Consolidated Income Statement Year-to-Date Year-to-date total operating revenue decreased by 8.78% year-over-year, but effective cost control, reduced financial expenses, increased investment income, and significantly lower asset impairment losses led to a turnaround in net profit, with net profit attributable to owners of the parent company reaching 47.83 million Yuan Consolidated Income Statement Key Data (Year-to-Date) | Item | Amount for Current Period (Yuan) | Amount for Prior Period (Yuan) | Change Percentage | | :--- | :--- | :--- | :--- | | Total Operating Revenue | 1,055,250,019.50 | 1,156,764,089.88 | -8.78% | | Operating Profit | 51,740,358.67 | -269,787,919.81 | 119.18% (Turned Profit) | | Net Profit | 56,933,559.80 | -277,799,550.86 | 120.57% (Turned Profit) | | Net Profit Attributable to Owners of Parent Company | 47,830,553.06 | -273,671,565.57 | 117.48% (Turned Profit) | | Financial Expenses | 11,148,252.26 | 25,090,420.27 | -55.57% | | Investment Income | 6,980,570.88 | -1,135,058.76 | 715.00% | | Asset Impairment Losses | -39,432,331.20 | -292,627,185.83 | -86.52% (Reduced Loss) | Consolidated Cash Flow Statement Year-to-Date Year-to-date net cash flow from operating activities was negative and significantly decreased year-over-year; net cash flow from investing activities saw a substantial reduction in loss, driven by cash recovered from disposal of long-term assets and subsidiaries; net cash flow from financing activities remained negative, reflecting reduced credit and debt repayments Consolidated Cash Flow Statement Key Data (Year-to-Date) | Item | Amount for Current Period (Yuan) | Amount for Prior Period (Yuan) | Change Percentage | | :--- | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | -265,612,910.13 | 80,376,256.57 | -430.46% | | Net Cash Flow from Investing Activities | -5,374,083.54 | -81,312,550.14 | 93.39% (Reduced Loss) | | Net Cash Flow from Financing Activities | -291,113,588.83 | -265,388,163.20 | -9.70% | | Net Increase in Cash and Cash Equivalents | -562,099,101.16 | -266,391,866.79 | -111.08% | - Net cash received from disposal of fixed assets, intangible assets, and other long-term assets was 6,687,284.93 Yuan, a 929.11% significant increase year-over-year[12][33] - Net cash received from disposal of subsidiaries and other business units was 5,000,001.00 Yuan, compared to 0 in the prior year period, mainly due to the transfer of 100% equity in Lianshuo Technology and Juneng Weiye during the reporting period[12][33] Financial Statement Adjustments and Audit Status The company adopted new leasing standards for the first time in 2021, which had no impact on the opening financial statements of the adoption year, and this quarterly report remains unaudited - The company first adopted new leasing standards in 2021, but it had no impact on the financial statements at the beginning of the current year, thus no adjustment to the opening balance sheet items was required[35] - The company's third-quarter report is unaudited[36]