国瓷材料(300285) - 2021 Q4 - 年度财报

Important Notice, Table of Contents, and Definitions Important Notice and Risks This chapter presents the board's assurance of the annual report's integrity and outlines key operational risks such as technology development, project returns, raw material price volatility, accounts receivable, and goodwill impairment - The company faces key risks including: - Technology Development Risk: Rapid technological iteration in the new materials industry, high R&D investment, and long cycles pose risks of not meeting downstream customer demands - Fundraising Project Risk: Unfavorable changes in market conditions or technological routes may prevent fundraising projects from achieving expected benefits - Raw Material Price Fluctuation Risk: High proportion of raw material costs means price increases could lead to gross margin decline - Accounts Receivable Recovery Risk: Expanding business scale increases accounts receivable, potentially leading to bad debt risk if customers face operational difficulties - Merger and Acquisition and Goodwill Risk: M&A challenges the company's integration capabilities, with goodwill impairment risk if acquired entities' operations deteriorate[2],[3],[5],[6],[7] - The 2021 profit distribution plan proposes a cash dividend of CNY 1.10 (tax inclusive) per 10 shares to all shareholders, based on shares outstanding after deducting repurchased shares, with no bonus shares or capital reserve conversion to share capital[8] Chairman's Statement Chairman Zhang Xi reviewed 2021 achievements, emphasizing the company's strategic expansion into new energy and precision ceramics as future growth engines, achieving sustained profit growth through lean management and talent development - The company strategically expanded into new sectors, establishing New Energy and Precision Ceramics Business Units as new engines for future growth[9] - The company achieved sustained profit growth by continuously advancing CBS lean management and strengthening talent development, addressing challenges like the pandemic and supply chain pressures[9] Company Profile and Key Financial Indicators Company Information and Key Financial Data This chapter provides basic corporate information and disclosure channels, with core financial data showing robust performance in 2021, including a 24.37% increase in operating revenue and a 38.57% rise in net profit attributable to shareholders Key Financial Data | Indicator | 2021 | 2020 | YoY Change | | :--- | :--- | :--- | :--- | | Operating Revenue (CNY) | 3,161,738,769.22 | 2,542,257,374.57 | 24.37% | | Net Profit Attributable to Shareholders (CNY) | 795,159,851.29 | 573,840,299.36 | 38.57% | | Net Profit Attributable to Shareholders (Excluding Non-recurring Items) (CNY) | 699,104,394.92 | 539,389,691.57 | 29.61% | | Net Cash Flow from Operating Activities (CNY) | 571,844,677.35 | 772,156,561.01 | -25.94% | | Basic Earnings Per Share (CNY/share) | 0.79 | 0.60 | 31.67% | | Weighted Average Return on Net Assets | 14.78% | 14.70% | 0.08% | | Total Assets (CNY) | 7,878,786,719.57 | 6,024,947,504.49 | 30.77% | Quarterly Financial Performance | Quarter | Operating Revenue (CNY) | Net Profit Attributable to Shareholders (CNY) | | :--- | :--- | :--- | | First Quarter | 620,675,361.53 | 185,967,992.97 | | Second Quarter | 852,624,888.09 | 208,438,921.22 | | Third Quarter | 800,018,902.74 | 207,057,384.03 | | Fourth Quarter | 888,419,616.86 | 193,695,553.07 | - In 2021, the company's total non-recurring gains and losses amounted to CNY 96.06 million, primarily from government subsidies and wealth management income[30] Management Discussion and Analysis Industry Overview and Principal Businesses The company, deeply rooted in new materials, has four business segments—electronic, catalytic, biomedical, and other materials—all achieving robust growth in 2021, driven by downstream demand and domestic substitution, resulting in CNY 3.16 billion in operating revenue and CNY 795 million in net profit - The company's business spans high-growth sectors like electronic components, new energy vehicles, exhaust catalysis, and dental care, with domestic substitution serving as a key industry growth driver[32],[33],[34] - Electronic Materials Segment: The company is a global leader in MLCC powder materials, holding an 80% domestic market share, and is actively expanding production to meet surging demand for lithium battery separator coating materials like alumina and boehmite[32],[39],[41] - Catalytic Materials Segment: As one of the few domestic manufacturers to achieve mass production of honeycomb ceramics, the company is fully promoting domestic substitution driven by the implementation of National VI emission standards, with its silicon carbide DPF project achieving technological breakthroughs and mass production capability[32],[43] - Biomedical Materials Segment: The dental restoration materials business benefits from rapid industry growth, with zirconia materials for dentures selling well domestically and internationally, demonstrating significant overseas market expansion success[45] Core Competitiveness Analysis The company's core competitiveness spans technology R&D, quality management, talent, lean management, and brand clientele, underpinned by seven core technology platforms, a robust quality system, CBS lean management, and strong partnerships with leading domestic and international manufacturers - The company has accumulated seven core technologies, including hydrothermal and formulation technologies, with prominent R&D advantages validated by certifications from platforms such as the National Enterprise Technology Center and CNAS National Laboratory[60] - The company has developed the Guoci Business System (CBS) as a core competency, ensuring strategic execution through deployment and daily management, fostering a culture of continuous improvement[64] - The company has established long-term stable partnerships with renowned domestic and international manufacturers, including Samsung, CATL, BYD, and Fenghua Advanced Technology, accumulating high-quality customer resources and brand reputation[65] Analysis of Principal Operations This chapter analyzes the company's 2021 operating results, highlighting electronic and other materials as primary revenue sources, rapid growth in catalytic and other materials, the highest gross margin in biomedical materials, increased R&D investment, and a decrease in operating cash flow due to production expansion and raw material stockpiling Operating Revenue and Gross Margin by Business Segment | Business Segment | Operating Revenue (CNY) | % of Total Revenue | YoY Change | Gross Margin | | :--- | :--- | :--- | :--- | :--- | | Electronic Materials Segment | 1,045,533,385.80 | 33.07% | 19.53% | 47.24% | | Catalytic Materials Segment | 417,432,898.12 | 13.20% | 32.18% | 53.13% | | Biomedical Materials Segment | 694,939,838.71 | 21.98% | 19.44% | 62.33% | | Other Materials Segment | 1,003,832,646.59 | 31.75% | 30.39% | 28.05% (Building Ceramics) | - Sales to the company's top five customers accounted for 20.77% of total annual sales, while purchases from the top five suppliers represented 20.21% of total annual procurement, indicating reasonable customer and supplier concentration levels[75],[77] Key Expense Items | Expense Item | 2021 (CNY) | 2020 (CNY) | YoY Change | Key Change Explanation | | :--- | :--- | :--- | :--- | :--- | | Selling Expenses | 110,450,991.39 | 105,208,039.10 | 4.98% | - | | Administrative Expenses | 165,194,188.51 | 141,220,244.56 | 16.98% | - | | Financial Expenses | 16,054,219.37 | 30,218,597.18 | -46.87% | Increased deposit interest income | | R&D Expenses | 205,915,938.66 | 160,763,588.14 | 28.09% | - | - In 2021, R&D investment totaled CNY 206 million, accounting for 6.51% of operating revenue, with 742 R&D personnel comprising 18.89% of the total workforce[81],[83] - Net cash flow from operating activities decreased by 25.94% year-over-year, primarily due to expanded production scale, increased raw material procurement, and strategic stockpiling to mitigate supply shortages and price increases[96],[97] Outlook for Future Development The company will continue its dual-driven strategy of organic growth and M&A, planning organizational adjustments in 2022 to establish new energy and precision ceramics business units, advance fundraising project expansion, and implement share buybacks for employee incentives, while also addressing potential risks like technology development and raw material price fluctuations - The core of the 2022 operating plan involves organizational restructuring, establishing New Energy Business Unit (based on alumina and boehmite for lithium battery separator coatings) and Precision Ceramics Business Unit to seize market opportunities and enhance product added value[116],[117] - The company plans to repurchase shares using CNY 150 million to CNY 300 million of its own funds for equity incentives or employee stock ownership plans, aiming to enhance talent motivation[120] - The company identified five major risks: technology development, fundraising project returns, raw material price fluctuations, accounts receivable recovery, and M&A goodwill, and has formulated corresponding countermeasures such as strengthening R&D, optimizing procurement systems, and enhancing customer credit management[123],[125],[126],[128],[129] Corporate Governance Overview of Corporate Governance During the reporting period, the company operated in strict compliance with laws, maintaining a sound corporate governance structure and independence from its actual controller, with detailed disclosures on board meetings, executive appointments, compensation, and internal control implementation, confirming no material discrepancies with regulations - The company's actual corporate governance structure complies with relevant regulations, including the Guidelines for Corporate Governance of Listed Companies, with no material discrepancies[133] - The company has no controlling shareholder, with Chairman Zhang Xi serving as the actual controller, and maintains independence from the actual controller in business, personnel, assets, organization, and finance[140],[234] Meeting Frequencies in 2021 | Category | Number of Meetings in 2021 | | :--- | :--- | | Annual/Extraordinary General Meetings | 3 | | Board of Directors Meetings | 7 | | Supervisory Board Meetings | 7 | - In 2021, the total compensation for the company's directors, supervisors, and senior management amounted to CNY 7.55 million[153],[155] - The company's internal control system is sound and effective, with both the internal control self-assessment report and the auditor's internal control attestation report receiving standard unqualified opinions[175],[181] Environmental and Social Responsibility Environmental Protection and Social Responsibility This chapter details the company's environmental and social responsibility performance, including pollutant emissions and control measures for key subsidiaries, disclosure of an administrative penalty for hazardous waste management at Jiangsu Guoci (now rectified), and initiatives like rooftop PV projects and a planned new energy business unit to reduce carbon emissions - The company's subsidiaries, Jiangsu Guoci New Material Technology Co., Ltd. and Foshan Sanshui Kanglitai Inorganic Synthetic Materials Co., Ltd., are designated as key pollutant-discharging units, with detailed reporting on their pollutant emission data and pollution control facility operations[184],[186],[187] - During the reporting period, Jiangsu Guoci received an administrative penalty of CNY 119,400 for violating the Solid Waste Pollution Prevention and Control Law, primarily due to issues with hazardous waste management plans not being formulated or filed, which the company has since rectified[189] - To reduce carbon emissions, the company has completed its Phase I rooftop photovoltaic project, generating approximately 1.299 million kWh annually, and plans to establish a new energy business unit to focus on new energy development in alignment with the national 'dual carbon' strategy[191] Significant Matters Overview of Significant Matters This chapter discloses material events impacting the company, including strict adherence to restructuring commitments, absence of irregular guarantees or fund occupation, and significant capital operations like business divestitures, strategic investor introductions, and new company establishments to optimize structure and expand markets - The company and related parties strictly fulfilled commitments made during asset restructuring and refinancing, including share lock-up and avoidance of horizontal competition during the reporting period[194],[195],[196] - Subsidiary Shenzhen Aiercai Technology Co., Ltd. introduced a strategic investor, with the company transferring 8.89% equity for CNY 200 million, while the investor provided a CNY 500 million special development loan[218] - The company established several new subsidiaries, including Shenzhen Aiercai New Material Co., Ltd., Hainan Guoci New Material Co., Ltd., and a wholly-owned grandchild company in the United States, to support business expansion[217],[219] - The company divested Shenzhen Aiercai Technology's structural ceramics business, transferring it to the newly established Shenzhen Aiercai New Material Co., Ltd., to achieve specialized operation of business segments[217] Changes in Shares and Shareholder Information Share Changes and Shareholder Structure During the reporting period, the company's total share capital remained unchanged, with share structure shifts due to restricted share unlocking from a 2018 asset acquisition, while Chairman Zhang Xi remained the largest shareholder and Hong Kong Securities Clearing Company Limited the second largest - The total share capital remained unchanged at 1,003,810,338 shares during the reporting period; due to the unlocking of restricted shares, the proportion of restricted shares decreased from 24.60% to 21.47%[222] Top Shareholders | Shareholder Name | Shareholding Percentage | Shares Held at Period End | Restricted Shares Held | | :--- | :--- | :--- | :--- | | Zhang Xi | 23.19% | 232,736,041 | 174,552,031 | | Hong Kong Securities Clearing Company Limited | 22.25% | 223,337,608 | 0 | | Dongying Aoyuan Industry and Trade Co., Ltd. | 3.87% | 38,831,569 | 0 | | Ruiyuan Growth Value Mixed Securities Investment Fund | 3.01% | 30,260,772 | 0 | | Fullgoal Tianhui Selected Growth Mixed Securities Investment Fund | 2.19% | 22,000,000 | 0 | - The company has a dispersed equity structure with no controlling shareholder, and Chairman Zhang Xi is the actual controller[233],[234] Financial Report Audit Report Lixin Certified Public Accountants (Special General Partnership) issued a standard unqualified audit opinion on the company's 2021 financial statements, affirming their fair presentation of financial position, operating results, and cash flows, with key audit matters focusing on revenue recognition and goodwill impairment - The auditing firm issued a standard unqualified audit opinion, affirming that the financial statements fairly present the company's financial position and operating results for 2021[241],[242] - Key audit matters include: 1. Revenue Recognition: Given operating revenue is a key performance indicator, there is an inherent risk of management manipulating the timing of revenue recognition to achieve specific targets 2. Goodwill Impairment: As of the end of 2021, the company's goodwill book value was CNY 1.53 billion, with impairment testing involving significant accounting estimates and judgments, posing a higher risk[245] Key Financial Statements and Notes This chapter presents detailed consolidated and parent company financial statements, including balance sheets, income statements, cash flow statements, and statements of changes in equity, with notes on key items, showing total assets of CNY 7.88 billion, equity attributable to the parent company of CNY 5.74 billion, total operating revenue of CNY 3.16 billion, and net profit of CNY 845 million for the year Key Consolidated Balance Sheet Items | Key Consolidated Balance Sheet Items | As of Dec 31, 2021 (CNY) | As of Dec 31, 2020 (CNY) | | :--- | :--- | :--- | | Total Assets | 7,878,786,719.57 | 6,024,947,504.49 | | Total Liabilities | 1,742,556,634.24 | 655,790,634.84 | | Equity Attributable to Parent Company Owners | 5,743,129,732.42 | 4,995,224,063.61 | | Goodwill | 1,529,719,141.01 | 1,532,398,407.55 | Key Consolidated Income Statement Items | Key Consolidated Income Statement Items | For the Year Ended 2021 (CNY) | For the Year Ended 2020 (CNY) | | :--- | :--- | :--- | | Total Operating Revenue | 3,161,738,769.22 | 2,542,257,374.57 | | Total Operating Costs | 2,258,100,562.29 | 1,827,667,414.45 | | Net Profit | 844,845,209.99 | 621,190,220.49 | - Changes in the consolidation scope during the reporting period primarily include the establishment of new subsidiaries such as Shenzhen Aiercai New Material, Hainan Guoci, and Aiercai Dental USA, as well as the deregistration and disposal of some subsidiaries with no substantial business operations[520]