海伦哲(300201) - 2021 Q4 - 年度财报

Important Notice, Table of Contents, and Definitions This section presents critical disclaimers regarding the 2021 annual report, including the auditor's disclaimer of opinion and independent directors' concerns Important Notice The company's 2021 annual report contains significant issues, with a disclaimer of opinion from auditors and independent directors' resignations due to governance problems - Zhongshen Zhonghuan Certified Public Accountants issued a disclaimer of opinion on the company's 2021 annual financial report, advising investors to be aware of the associated risks[6][8] - Three independent directors (Huang Huamin, Zhang Fubo, Du Min) abstained from voting on this report due to limitations in their duties caused by corporate governance and internal control issues, thus unable to guarantee the report's truthfulness, accuracy, and completeness[5][7] - The company's 2021 profit distribution plan proposes no cash dividends, no bonus shares, and no capitalization of reserves[9] Company Profile and Key Financial Indicators This section provides an overview of the company's key financial performance and indicators for the reporting period Key Accounting Data and Financial Indicators In 2021, revenue decreased by 18.16%, but net profit attributable to shareholders turned positive, while operating cash flow significantly declined 2021 Annual Key Financial Data | Indicator | 2021 (CNY) | 2020 (CNY) | YoY Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 1,665,924,040.40 | 2,035,690,091.12 | -18.16% | | Net Profit Attributable to Shareholders | 130,666,046.35 | -467,630,057.75 | 127.94% | | Net Profit Attributable to Shareholders (Excluding Non-recurring Items) | 131,854,413.21 | -481,420,818.07 | 127.39% | | Net Cash Flow from Operating Activities | -26,567,602.05 | 700,722,261.51 | -103.79% | | Basic Earnings Per Share (CNY/share) | 0.1255 | -0.4492 | 127.94% | | Weighted Average Return on Net Assets | 10.74% | -33.67% | 44.41% | | Total Assets | 2,329,836,951.88 | 2,866,155,954.23 | -18.71% | | Net Assets Attributable to Shareholders | 1,283,003,588.53 | 1,149,668,262.59 | 11.60% | 2021 Quarterly Key Financial Indicators | Indicator | Q1 (CNY) | Q2 (CNY) | Q3 (CNY) | Q4 (CNY) | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 239,770,436.07 | 390,034,140.68 | 425,445,442.75 | 610,674,020.90 | | Net Profit Attributable to Shareholders | 10,007,457.16 | 13,888,717.14 | 23,934,378.76 | 82,835,493.29 | | Net Cash Flow from Operating Activities | -297,610,205.65 | -13,016,494.77 | 45,013,790.29 | 239,045,308.08 | Management Discussion and Analysis This section analyzes the company's industry, business operations, core competencies, financial performance, and future outlook Industry Overview and Trends During the Reporting Period The company operates in high-altitude work vehicles, power assurance, emergency rescue, and military fire equipment, benefiting from urbanization and national security initiatives - The high-altitude work vehicle industry benefits from urbanization, power facility maintenance, and new infrastructure, with demand growing annually and products evolving towards lightweight, intelligent, and robotic solutions[34][41][42] - Demand for power assurance vehicles is expanding due to increased reliability requirements, with products developing towards diversification, collaborative operations, and energy efficiency[35][42][43] - The emergency rescue, military, and fire equipment industries are experiencing rapid growth driven by national safety system construction and defense spending, with increasing domestic production rates[36][38][44] - The company is a comprehensive system provider in high-altitude work vehicles and power emergency assurance vehicles; its subsidiary Graman is a key enterprise in the fire truck industry, with rapidly developing military business[46][47] Main Business and Operating Model During the Reporting Period The company focuses on R&D, production, sales, and service of special vehicles, having divested non-core businesses to concentrate on high-end equipment manufacturing - The company's core businesses are special vehicles, including high-altitude work vehicles (folding arm, telescopic arm series), power emergency assurance vehicles (power supply vehicles, repair vehicles), military products, and fire trucks[48][49] - To focus on its main business, the company divested its LED display intelligent driver power supply and industrial automation businesses in May 2021[49] - The company adopts a "customized production" combined with "forecast batch production" model, with direct sales dominating domestic sales, and R&D centered on differentiated design and customized development[51][52][54] Analysis of Core Competencies The company's core strengths lie in its strategic focus on high-end special vehicles, strong customer relationships, and robust R&D capabilities with numerous patents - Strategically focused on high-end equipment industries such as military products and special vehicles, divesting non-core businesses to concentrate resources on core industries[56] - Possesses high-quality customer resources, primarily state-funded entities, and provides full product lifecycle services through a service-oriented manufacturing model, ensuring strong customer loyalty[57][58] - As of the end of 2021, the company held 277 valid patents (including 54 invention patents) and a R&D team of over a hundred people, demonstrating significant technological advantages[59] Analysis of Main Business In 2021, revenue declined by 18.16% to CNY 1.67 billion, but net profit turned positive to CNY 131 million, primarily due to reduced impairment losses and lower expenses - In 2021, localized insulated vehicles achieved mass production, with sales reaching 230 units, a 243% year-on-year increase[60] - Military business achieved breakthroughs in multiple military markets, completing the annual military order tasks[64] - The significant increase in profit was primarily due to a substantial reduction in impairment losses compared to the previous year, which included CNY 272 million in goodwill impairment and CNY 250 million in accounts receivable bad debt[68][69][76] - Due to disputes between the former and current controlling shareholders, bank credit lines were severely affected, leading to a net withdrawal of CNY 419 million in short-term borrowings and a corresponding reduction of CNY 20 million in financial expenses[68][75] 2021 Operating Revenue Composition (by Product) | Product | Operating Revenue (CNY) | % of Total Revenue | YoY Change | | :--- | :--- | :--- | :--- | | High-Altitude Work Vehicles | 533,735,790.53 | 32.04% | 10.71% | | Military Products and Fire Trucks | 617,464,430.40 | 37.06% | -36.26% | | Power Supply Vehicles | 245,424,166.85 | 14.73% | -0.49% | | Repair Vehicles | 105,331,500.81 | 6.32% | -23.36% | | Intelligent Power Supply and Automatic Integrated Control Systems | 52,203,698.82 | 3.13% | -49.90% (Consolidated) | 2021 Expense Situation | Expense Item | 2021 (CNY) | 2020 (CNY) | YoY Change | | :--- | :--- | :--- | :--- | | Selling Expenses | 90,716,253.16 | 112,685,172.15 | -19.50% | | Administrative Expenses | 61,152,210.44 | 98,653,942.74 | -38.01% | | R&D Expenses | 66,230,578.33 | 88,999,750.13 | -25.58% | | Financial Expenses | 12,104,725.74 | 32,226,158.86 | -62.44% | 2021 Cash Flow Statement Key Items | Item | 2021 (CNY) | 2020 (CNY) | YoY Change | | :--- | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | -26,567,602.05 | 700,722,261.51 | -103.79% | | Net Cash Flow from Investing Activities | -4,927,609.57 | -103,411,634.33 | 95.23% | | Net Cash Flow from Financing Activities | -429,865,827.14 | -317,053,793.72 | -35.58% | | Net Increase in Cash and Cash Equivalents | -461,367,504.69 | 280,311,175.31 | -264.59% | Outlook and Risks for Future Development The company targets CNY 1.7 billion in 2022 revenue, focusing on internal management, smart manufacturing, and market expansion, while facing risks from shareholder disputes and high accounts receivable - The company sets a 2022 operating revenue target of CNY 1.7 billion[118] - Future operating plans include strengthening internal management for quality and efficiency, promoting intelligent manufacturing, expanding into the emergency market, and enhancing talent development[118][119][120] - The company faces four main risks: shareholder disputes affecting corporate governance, macroeconomic uncertainties, accounts receivable accounting for 30.55% of total assets posing bad debt risks, and insufficient talent reserves[121][122] Corporate Governance This section details the severe corporate governance issues, including shareholder disputes, board dysfunction, and internal control failures Basic Status of Corporate Governance Corporate governance is severely problematic due to ongoing shareholder disputes, court-ordered restrictions on directors, independent director resignations, and limited supervisory board functions - Due to disputes between the former and current controlling shareholders, a court ruling prohibited 6 members of the fifth board of directors, including Jin Shiwei, from performing their duties, leading to uncertainty in board meeting validity[127] - Three independent directors submitted their resignations on October 30, 2021, but the re-election process has not been completed due to the inability to convene a shareholders' meeting[130] - The company's information disclosure has issues, with the securities department allegedly making unauthorized disclosures without reporting to the board secretary, and the legal representative and general manager having disagreements on this matter[131] - Directors Ma Chao and Deng Haojie consecutively missed two board meetings, deeming them invalid, while the supervisory board believes they should be replaced, highlighting internal conflicts[160][161] - The company's internal controls have serious deficiencies, with the board of directors and supervisory board unable to operate effectively since October 9, 2021, and the operating management no longer reporting to the board, leading to unapproved budget overruns for some costs and expenses[176][179] Environmental and Social Responsibility This section outlines the company's environmental protection efforts, social contributions, and employee welfare initiatives, including a past environmental penalty Environmental and Social Responsibility The company manages environmental impacts from painting waste gas and solid waste, with a subsidiary receiving a CNY 60,000 environmental penalty that has since been rectified - During the reporting period, subsidiary Xuzhou Hailun Zhe Steel Structure Manufacturing Co., Ltd. was fined CNY 60,000 for "paint not fully dried after coating before leaving the baking paint workshop" and has since completed rectification[183] - The company actively fulfills its social responsibilities, deploying over 50 emergency power generation vehicles to Henan during the 2021 heavy rain disaster to provide power support for flood relief[193] - The company prioritizes employee rights protection, establishing a labor union, providing occupational health and safety, compensation incentives, training, promotion, and organizing cultural and recreational activities[190] Significant Events This section summarizes key events, including the termination of a stock issuance, divestment of subsidiaries, ongoing shareholder litigation, and a looming delisting risk warning Summary of Significant Events The company terminated a private stock offering, divested loss-making subsidiaries, and faces multiple lawsuits between its former and current controlling shareholders, leading to governance chaos and delisting risk - The company decided to terminate its private placement of A-shares in April 2021[235] - The company sold 100% equity of its wholly-owned subsidiary Shenzhen Juneng Weiye Technology Co., Ltd. for CNY 5 million and 100% equity of Shenzhen Lianshuo Automation Technology Co., Ltd. for CNY 1[91][111][112][236] - Multiple lawsuits exist between the company's former controlling shareholders (Jidian Company, Ding Jianping) and current controlling shareholder (Zhongtianze Group), primarily concerning the validity of the voting rights entrustment agreement and company control[214][237] - Due to the disclaimer of opinion on the 2021 annual financial report, the company's shares will be subject to a delisting risk warning (*ST) after the annual report disclosure[212] Share Changes and Shareholder Information This section details the company's share capital, shareholder structure, and the ongoing dispute over controlling shareholder voting rights Share Changes and Shareholder Information The company's total share capital remained at 1.04 billion shares, with a significant reduction in restricted shares, while control is contested through voting rights entrustment - The total share capital of 1,040,921,518 shares remained unchanged during the reporting period; restricted shares decreased from 94,634,315 shares to 3,100,607 shares, mainly due to the unlocking of shares after executive departures[241] Top Five Shareholders' Holdings at Period End | Shareholder Name | Nature | Shareholding Ratio | Number of Shares | | :--- | :--- | :--- | :--- | | Jiangsu Electromechanical Research Institute Co., Ltd. | Domestic Non-State-Owned Legal Person | 14.69% | 152,909,739 | | MEI TUNG(CHINA) LIMITED | Overseas Legal Person | 10.29% | 107,110,814 | | Zhongtianze Holding Group Co., Ltd. | Domestic Non-State-Owned Legal Person | 6.85% | 71,340,149 | | Ding Jianping | Domestic Natural Person | 2.89% | 30,071,922 | | Shenzhen Qianhai Hongyi Asset Management Co., Ltd. | Domestic Non-State-Owned Legal Person | 1.98% | 20,644,582 | - The controlling shareholder is Zhongtianze Holding Group Co., Ltd., with Jin Shiwei as the actual controller; Zhongtianze Group controls 24.43% of voting rights through direct holdings (6.85%) and voting rights entrusted by former controlling shareholders Jiangsu Electromechanical Research Institute (14.69%) and Ding Jianping (2.89%), but the validity of this entrustment is under litigation[250][758] Financial Report This section presents the auditor's disclaimer of opinion, key financial statements, and detailed notes highlighting significant financial issues and uncertainties Audit Report The auditor issued a "disclaimer of opinion" due to governance issues, uncertainties regarding subsidiary disposals, and doubts about asset and investment recoverability - The auditing firm issued a "disclaimer of opinion" on the 2021 annual financial statements, as it was unable to obtain sufficient and appropriate audit evidence to form an audit opinion[261] - One basis for the disclaimer of opinion is the power struggle between new and old actual controllers, which restricted communication between governance and management, potentially invalidating internal controls and impacting the financial statements and going concern assumption[262][263] - Another reason is the disposal of subsidiaries Lianshuo Technology and Juneng Weiye, auditors could not determine the commercial substance of the disposals or obtain sufficient evidence regarding their opening balances of assets and liabilities, goodwill, and the recoverability of other receivables at period-end[264][265][266] - Other reasons include the inability to obtain sufficient audit evidence regarding the truthfulness and accuracy of construction in progress and prepaid engineering costs for subsidiary Huizhou Lianshuo, and the recoverability of long-term equity investments and other receivables for joint venture Schmitz Germany[267][268][269] Financial Statements Summary As of 2021 year-end, total assets decreased by 18.71% to CNY 2.33 billion, total liabilities decreased by 39.44%, and net profit attributable to shareholders turned positive to CNY 131 million, despite negative operating cash flow Consolidated Balance Sheet Key Items | Item | 2021 Year-End (CNY) | 2020 Year-End (CNY) | Change | | :--- | :--- | :--- | :--- | | Cash and Cash Equivalents | 253,992,911.88 | 647,757,421.43 | -60.79% | | Accounts Receivable | 711,666,053.52 | 603,226,846.33 | +17.98% | | Inventories | 216,949,004.04 | 319,946,102.86 | -32.19% | | Total Assets | 2,329,836,951.88 | 2,866,155,954.23 | -18.71% | | Short-Term Borrowings | 115,164,507.29 | 497,759,677.50 | -76.86% | | Total Liabilities | 1,042,088,624.40 | 1,720,784,283.47 | -39.44% | | Net Assets Attributable to Parent Company Shareholders | 1,283,003,588.53 | 1,149,668,262.59 | +11.60% | Consolidated Income Statement Key Items | Item | 2021 Annual (CNY) | 2020 Annual (CNY) | Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 1,665,924,040.40 | 2,035,690,091.12 | -18.16% | | Operating Cost | 1,187,092,283.12 | 1,544,941,391.21 | -23.16% | | Net Profit | 131,192,806.97 | -474,962,643.40 | 127.62% | | Net Profit Attributable to Parent Company Shareholders | 130,666,046.35 | -467,630,057.75 | 127.94% | Notes to Consolidated Financial Statements (Summary) Notes reveal CNY 96.68 million in restricted cash, CNY 785 million in accounts receivable with 79% current, reduced goodwill due to disposals, and a significant decrease in short-term borrowings - Cash and cash equivalents at period-end totaled CNY 254 million, of which CNY 96.68 million was restricted funds, including bill deposits, letter of guarantee deposits, and litigation-frozen funds[454] - Accounts receivable book balance at period-end was CNY 785 million, with the top five debtors accounting for 31.61%[472][486] - Due to the disposal of subsidiaries Lianshuo Technology and Juneng Weiye, the original book value of goodwill decreased significantly from CNY 293 million to CNY 5.76 million[574] Segment Operating Performance | Item | High-Altitude Work Vehicle Segment (CNY) | Fire Truck Segment (CNY) | Other (CNY) | Total (CNY) | | :--- | :--- | :--- | :--- | :--- | | External Operating Revenue | 1,009,207,474.32 | 765,785,979.70 | 56,377,892.55 | 1,665,924,040.40 | | Total Profit (Loss) | 134,480,914.73 | 50,300,645.65 | -109,842,991.94 | 70,815,704.02 | | Total Assets | 1,229,232,408.01 | 830,798,507.95 | 274,157,365.82 | 2,329,836,951.88 |