润泽科技(300442) - 2021 Q2 - 季度财报

Important Notice, Table of Contents, and Definitions Company Profile and Key Financial Indicators This chapter provides the company's basic information, contact details, and core financial data for the first half of 2021, showing significantly improved performance with operating revenue increasing by 93.41% and a turnaround to a net profit attributable to parent company shareholders of 5.5250 Million Yuan, an increase of 116.83%, alongside positive net cash flow from operating activities Company Profile This section provides the company's basic business information, including stock abbreviation 'Pulisheng', stock code '300442', its full Chinese and English names, and legal representative | Item | Information | | :--- | :--- | | Stock Abbreviation | Pulisheng | | Stock Code | 300442 | | Listing Exchange | Shenzhen Stock Exchange | | Company's Full Chinese Name | 上海普丽盛包装股份有限公司 | | Legal Representative | 姜卫东 | Key Accounting Data and Financial Indicators During the reporting period, the company's financial performance significantly improved, with operating revenue reaching 388,904,770.22 Yuan, an increase of 93.41%, and net profit attributable to parent company shareholders turning profitable from -32.8392 Million Yuan in the prior year period to 5.5253 Million Yuan, an increase of 116.83%, while net cash flow from operating activities also turned positive, indicating the recovery of the company's principal business's cash-generating capability, though total assets slightly decreased compared to the end of the previous year | Key Financial Indicators | Current Period (2021 H1) | Prior Year Period (2020 H1) | YoY Change | | :--- | :--- | :--- | :--- | | Operating Revenue (Yuan) | 388,904,770.22 | 201,078,891.76 | 93.41% | | Net Profit Attributable to Parent Shareholders (Yuan) | 5,525,270.68 | -32,839,171.45 | 116.83% | | Net Profit Attributable to Parent Shareholders (Excl. Non-recurring) (Yuan) | 5,313,529.42 | -33,283,333.51 | 115.96% | | Net Cash Flow from Operating Activities (Yuan) | 8,151,414.63 | -65,370,860.13 | 112.47% | | Basic EPS (Yuan/share) | 0.05 | -0.33 | 115.15% | | Weighted Average ROE | 1.12% | -4.55% | 增加 5.67个百分点 | | Asset and Liability Indicators | End of Current Period | End of Prior Year | Change from Prior Year-End | | Total Assets (Yuan) | 1,288,994,462.54 | 1,351,040,892.50 | -4.59% | | Net Assets Attributable to Parent Shareholders (Yuan) | 515,998,161.54 | 509,451,502.28 | 1.29% | Non-Recurring Gains and Losses and Amounts During the reporting period, total non-recurring gains and losses amounted to 0.2117 Million Yuan, primarily from disposal of non-current assets, government grants, and other non-operating income and expenses, which had a slight positive impact on current net profit | Item | Amount (Yuan) | | :--- | :--- | | Gains/Losses from Disposal of Non-current Assets | 85,652.32 | | Government Grants Recognized in P&L | 80,842.78 | | Other Non-operating Income/Expenses | 77,782.98 | | Less: Income Tax Impact | 12,816.18 | | Less: Impact on Minority Interests (After Tax) | 19,720.64 | | Total | 211,741.26 | Management Discussion and Analysis This chapter analyzes the company's operating performance in the first half of 2021, where the company, primarily engaged in liquid food packaging machinery and aseptic packaging materials, benefited from the domestic economic recovery, with equipment business revenue significantly increasing by 161.35%, driving overall performance to turn profitable, while the packaging materials business, though steadily growing by 25.32%, experienced a decline in gross margin due to rising raw material prices, and the company's core competencies lie in providing integrated solutions, complete aseptic packaging system technology, and brand advantages, but the report also highlights risks such as major asset restructuring approval, accounts receivable impairment, market competition, and raw material price fluctuations Principal Businesses During the Reporting Period The company's principal business is liquid food packaging machinery and paper-aluminum composite aseptic packaging materials, and in the first half of 2021, benefiting from the domestic economic recovery, equipment business revenue increased by 161.35%, driving overall revenue growth of 93.41% and a turnaround to profit, while packaging materials business revenue grew by 25.32% but its gross margin declined due to rising raw material prices, and Italian subsidiary COMAN continued to incur losses due to the pandemic - The company's principal business is liquid food packaging machinery and paper-aluminum composite aseptic packaging materials, falling under the specialized equipment manufacturing industry[16][21] | Business Segment | 2021 H1 Revenue (Million Yuan) | YoY Growth Rate | | :--- | :--- | :--- | | Equipment Business | 263.04 | 161.35% | | Packaging Materials Business | 125.87 | 25.32% | - Packaging materials business gross margin decreased from 25.06% in the prior year to 15.31% due to fluctuations in bulk raw material market prices[25] - Italian subsidiary COMAN Company achieved operating revenue of 22.9939 Million Yuan and a net loss of -4.7482 Million Yuan, dragging down overall performance[24] Analysis of Core Competencies The company's core competencies are reflected in five aspects: the ability to provide integrated solutions, mastery of various complete aseptic packaging system technologies, brand advantages established through cooperation with well-known domestic dairy companies, high cost-effectiveness and localized after-sales service advantages compared to foreign manufacturers, and independent innovation and talent advantages led by an experienced entrepreneurial team - The company's core competencies include: - Integrated Solution Advantage: Providing complete solutions from equipment to packaging materials and technical consulting - Aseptic Packaging System Technology Advantage: Mastering various aseptic filling technologies, technical barriers are high - Brand Advantage: Recognized by renowned enterprises such as Mengniu, Yili, and Bright Dairy - High Cost-Effectiveness and After-Sales Service Advantage: Product prices are approximately 1/3 to 1/2 of imported counterparts, with timely localized services - Independent Innovation and Talent Advantage: Possessing an experienced R&D team and over 100 patents[26][27][28][29][30] Analysis of Principal Business During the reporting period, the company's principal business significantly recovered, with operating revenue and operating cost increasing by 93.41% and 100.10% respectively, primarily due to the recovery of the equipment business, while income tax expense turned positive due to sales recovery, and operating cash flow significantly improved from -65.37 Million Yuan to 8.15 Million Yuan, though net cash flow from financing activities significantly decreased mainly due to reduced bank loans received in the current period | Key Financial Data | Current Period (Yuan) | Prior Year Period (Yuan) | YoY Change | Main Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 388,904,770.22 | 201,078,891.76 | 93.41% | Equipment business gradually recovered | | Operating Cost | 308,341,399.58 | 154,095,419.43 | 100.10% | Equipment business gradually recovered | | Net Cash Flow from Operating Activities | 8,151,414.63 | -65,370,860.13 | 112.47% | Market gradually recovered | | Net Cash Flow from Financing Activities | -16,639,399.75 | 73,646,424.38 | -122.59% | Reduced bank loans received | | By Product or Service | Operating Revenue (Yuan) | Operating Cost (Yuan) | Gross Margin | YoY Change in Operating Revenue | YoY Change in Operating Cost | YoY Change in Gross Margin | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Filling Machine Series Equipment | 59,575,421.75 | 44,082,939.78 | 26.00% | 56.27% | 72.75% | -7.07% | | Pre-treatment Series Equipment | 40,905,489.10 | 30,344,714.55 | 25.82% | 197.58% | 166.91% | 8.53% | | Paper-Aluminum Composite Aseptic Packaging Materials | 125,864,988.84 | 106,594,298.14 | 15.31% | 25.32% | 41.62% | -9.75% | Analysis of Assets and Liabilities As of the end of the reporting period, the company's total assets were 1.289 Billion Yuan, a decrease of 4.59% compared to the end of the previous year, with inventories accounting for the highest proportion (40.53%) in the asset composition, followed by accounts receivable (19.28%) and fixed assets (19.26%); the company owns assets in Italy valued at approximately 52.5273 Million Yuan for plant and equipment, accounting for 10.66% of its net assets, with a loss of -4.7482 Million Yuan during the reporting period, and additionally, the company has 264 Million Yuan in restricted assets, primarily fixed assets, intangible assets, and investment properties pledged as collateral - The company's main overseas assets are the plant and equipment of Italian COMAN Company, with an asset scale of approximately 52.5273 Million Yuan, accounting for 10.66% of the company's net assets, and a loss of -4.7482 Million Yuan during the reporting period[36] | Item | Period-End Book Value (Yuan) | Reason for Restriction | | :--- | :--- | :--- | | Cash and Cash Equivalents | 1,486,362.89 | Bank acceptance bill deposits, litigation freezes, etc | | Fixed Assets | 176,612,115.78 | Mortgaged, pledged, or frozen | | Intangible Assets | 65,483,803.93 | Mortgaged, pledged, or frozen | | Investment Properties | 20,285,677.42 | Mortgaged, pledged, or frozen | | Total | 263,867,960.02 | -- | Analysis of Investment Status During the reporting period, the company had no significant equity or non-equity investments; regarding raised funds, the initial public offering raised 0.421 Billion Yuan, with 0.336 Billion Yuan cumulatively invested as of the end of the reporting period; the originally planned 'Fully Automatic Aseptic Brick Filling Production Line Project' was terminated due to market changes, and remaining funds were reallocated to external investments (Jiangsu Puhuasheng), office building purchases, and supplementary working capital, however, the investment in Jiangsu Puhuasheng did not meet expected operating profits due to unfavorable market conditions - The company's net proceeds from its initial public offering amounted to 0.421 Billion Yuan, with 0.336 Billion Yuan cumulatively invested as of the end of the reporting period[40] - The 'Fully Automatic Aseptic Brick Filling Production Line Project' was terminated due to a downturn in the downstream industry and the company's business structure adjustment, to avoid investment waste. Funds were reallocated to external investments, office building purchases, and supplementary working capital[42][45] - The reallocated 'External Investment (Jiangsu Puhuasheng Packaging Technology Co., Ltd.)' project underperformed expectations due to unfavorable macroeconomic conditions and market situation, resulting in a loss of -8.0687 Million Yuan during the reporting period[46][47] Analysis of Major Holding and Participating Companies During the reporting period, the performance of major subsidiaries diverged, with Suzhou Baocai and Shanghai Sanhuan achieving profitability, and Shanghai Sanhuan's performance significantly improving, achieving a net profit of 9.5939 Million Yuan, while Puhuasheng and Italian COMAN Company continued to incur losses, with net profits of -7.4390 Million Yuan and -4.7482 Million Yuan respectively, dragging down the company's overall performance | Company Name | Type | 2021 H1 Operating Revenue (Yuan) | 2021 H1 Net Profit (Yuan) | | :--- | :--- | :--- | :--- | | Suzhou Baocai | Subsidiary | 126,905,806.55 | 8,360,192.07 | | Shanghai Sanhuan | Subsidiary | 91,294,206.28 | 9,593,891.66 | | Puhuasheng | Subsidiary | 21,777,960.87 | -7,438,953.41 | | COMAN Company | Subsidiary | 22,993,876.62 | -4,748,179.28 | - Shanghai Sanhuan (pre-treatment equipment) performance significantly improved, with operating revenue increasing by 164.61% year-on-year, and net profit turning from a loss of -7.1585 Million Yuan in the prior year period to a profit of 9.5939 Million Yuan[52] Risks Faced by the Company and Countermeasures The company faces six major risks: major asset restructuring still requires regulatory approval, posing uncertainties; high accounts receivable balances present risks of bad debts and liquidity issues; intense market competition necessitates continuous innovation to maintain a leading position; raw material price fluctuations exert pressure on cost control; core technologies face risks of disclosure or theft; and external investments (e.g., Puhuasheng, COMAN) carry integration and underperformance risks - The company's main risks include: - Major Asset Restructuring Approval Risk: The acquisition of Runze Technology still requires approval from the Shenzhen Stock Exchange or the CSRC, posing uncertainties - Accounts Receivable Risk: High accounts receivable balances may lead to bad debts and liquidity issues - Market Competition Risk: Failure to continuously innovate technologically may result in a disadvantage in intense competition - Raw Material Price Fluctuation Risk: Price fluctuations of raw materials such as steel and plastic pellets affect product costs and operating performance - Core Technology Disclosure Risk: Self-developed core technologies face risks of leakage or theft - External Investment Risk: Newly established and acquired subsidiaries (e.g., Puhuasheng, COMAN) face integration and underperformance risks[54][55][56][57][58][59] Corporate Governance During the reporting period, the company held two shareholder meetings, the 2020 Annual General Meeting and the First Extraordinary General Meeting of 2021, with no changes in the company's directors, supervisors, and senior management, and the company plans no interim profit distribution, no bonus shares, and no capitalization of reserves, with no equity incentive or employee stock ownership plans implemented - During the reporting period, there were no changes in the company's directors, supervisors, and senior management[62] - The company's interim profit distribution plan is to not distribute cash dividends, bonus shares, or capitalize reserves[63] Environmental and Social Responsibility The company and its subsidiaries are not classified as key polluting entities by environmental authorities, with no significant environmental issues or penalties for environmental violations during the reporting period, and the company adheres to an 'innovation-driven, environmentally friendly' development philosophy, fulfilling social responsibilities and striving for win-win outcomes for all stakeholders - The company and its subsidiaries are not classified as key polluting entities, with no significant environmental issues or penalties for environmental violations during the reporting period[64] Significant Matters This chapter discloses the company's significant matters, with the core content being the ongoing major asset restructuring, involving the acquisition of 100% equity in Runze Technology through asset swap and share issuance, which has been approved by the shareholders' meeting and accepted by the Shenzhen Stock Exchange but is still under review; another significant matter concerns the unfulfilled performance commitment of subsidiary Puhuasheng, where the company has sued the commitment party, Gu Kailun, and obtained a first-instance favorable judgment, but the judgment has not yet become effective, and performance compensation for subsequent years is still being pursued, and additionally, the company disclosed other litigation and related party transaction information Fulfillment of Commitments The company's controlling shareholder, actual controller, and other related parties fulfilled their commitments regarding non-competition and related party transactions during the reporting period; however, Gu Kailun, the performance commitment party for subsidiary Puhuasheng, failed to meet the performance commitments for 2017-2020, constituting a breach of contract; the company has filed a lawsuit for the 2018 performance compensation and obtained a first-instance favorable judgment, but the judgment has not yet become effective, and the company is continuing to pursue compensation for 2019 and 2020 through legal channels - Gu Kailun, the performance commitment party for subsidiary Puhuasheng, failed to achieve the committed net profits for 2017, 2018, 2019, and 2020, constituting a breach of performance commitment[71] - The company filed a lawsuit against Gu Kailun for the 2018 performance compensation and received a first-instance favorable judgment on August 3, 2021, which includes equity transfer and cash compensation. As of the reporting date, the judgment has not yet become effective[72][103] - The company has issued a demand letter to Gu Kailun, requesting fulfillment of performance compensation for 2019 and 2020, totaling 67.2527 Million Yuan, and plans to initiate further legal action if not fulfilled[72][103][104] Litigation Matters During the reporting period, the company was involved in a significant lawsuit, namely the performance commitment compensation case with Gu Kailun regarding Puhuasheng, with an involved amount of 13.0446 Million Yuan; the company received a first-instance favorable judgment on August 3, 2021, but the judgment has not yet become effective; additionally, the company and its subsidiaries were involved in multiple sales contract disputes as plaintiffs, most of which have been concluded and entered the enforcement stage - In the performance commitment compensation case with Gu Kailun, the first-instance judgment ruled that Gu Kailun must transfer 26.74% equity in Puhuasheng to the company and pay 6.2387 Million Yuan in cash compensation and related expenses. As of the reporting date, the judgment is still within the appeal period and has not become effective[75][72] Significant Related Party Transactions The most significant matter during the reporting period is the company's planned major asset restructuring, intending to acquire 100% equity in Runze Technology through asset swap and share issuance; this transaction constitutes a related party transaction and will result in a change of the company's controlling shareholder and actual controller; the transaction plan has been approved by the company's board of directors and shareholders' meeting, and was accepted by the Shenzhen Stock Exchange on June 30, 2021; currently, the review of this restructuring matter has been suspended due to expired financial data, and the company is proceeding with interim audits and responding to inquiry letters - The company plans to acquire 100% equity in Runze Technology through a major asset swap, share issuance for asset acquisition, and raising supporting funds[85][97] - Upon completion of the transaction, the listed company's controlling shareholder will change to Jingjinji Runze, and the actual controller will change to Zhou Chaonan, thus constituting a significant related party transaction[85][97] - This restructuring matter has been approved by the company's internal decision-making bodies (Board of Directors, Shareholders' Meeting) and was accepted by the Shenzhen Stock Exchange on June 30, 2021. Subsequently, the review was suspended due to expired financial data, and the company is preparing supplementary materials to apply for resumption of review[86][87][88][100][101] Significant Contracts and Their Performance During the reporting period, the company provided a total guarantee limit of 126.50 Million Yuan to its subsidiaries Suzhou Baocai, Shanghai Sanhuan, and Pulisheng Ronghe, with an actual guarantee balance of 78.4286 Million Yuan, accounting for 15.20% of the company's net assets, and all guarantees are for subsidiaries, with no instances of illegal external guarantees | Indicator | Amount (Million Yuan) | | :--- | :--- | | Total Approved Guarantee Limit for Subsidiaries at Period-End | 126.50 | | Total Actual Guarantee Balance for Subsidiaries at Period-End | 78.43 | | Ratio of Total Actual Guarantees to Company's Net Assets | 15.20% | Share Changes and Shareholder Information As of the end of the reporting period, the company's total share capital was 100 Million shares, with no changes in share capital structure, and the total number of shareholders was 6,417; the top two shareholders are Xinjiang Darong Minsheng Investment Limited Partnership (holding 27.80%) and Suzhou Industrial Park Hejie Venture Capital Center (Limited Partnership) (holding 5.25%), both controlled by the company's actual controller, and there were no changes in the shareholdings of the company's directors, supervisors, and senior management Share Changes During the reporting period, there were no changes in the company's total share capital or share capital structure, with total share capital remaining at 100,000,000 shares, of which restricted shares accounted for 0.80% and unrestricted shares accounted for 99.20% - During the reporting period, the company's total number of shares remained unchanged at 100 Million shares[106] Number of Shareholders and Shareholding Status As of the end of the reporting period, the company had a total of 6,417 common shareholders; controlling shareholder Xinjiang Darong Minsheng Investment Limited Partnership held 27.80%, with 21,904,873 of its held shares pledged; the second largest shareholder, Suzhou Industrial Park Hejie Venture Capital Center (Limited Partnership), held 5.25%, with 2,750,000 of its held shares pledged; these two major shareholders are controlled by the same actual controller | Shareholder Name | Shareholding Percentage | Number of Shares Held | Number of Pledged Shares | | :--- | :--- | :--- | :--- | | Xinjiang Darong Minsheng Investment Limited Partnership | 27.80% | 27,795,000 | 21,904,873 | | Suzhou Industrial Park Hejie Venture Capital Center (Limited Partnership) | 5.25% | 5,250,000 | 2,750,000 | | Wang Fengfei | 4.33% | 4,330,000 | - | | Ren Peirui | 2.00% | 2,000,000 | - | | Ren Qifeng | 1.42% | 1,415,500 | - | Information on Preferred Shares During the reporting period, the company had no preferred shares Information on Bonds During the reporting period, the company had no bond-related matters Financial Report This chapter presents the company's unaudited 2021 semi-annual financial report, including consolidated and parent company balance sheets, income statements, cash flow statements, statements of changes in owners' equity, and notes to the financial statements, which detail the company's basic information, basis of financial statement preparation, significant accounting policies and estimates, taxation, and specific details of major items in the consolidated financial statements Financial Statements This section provides the company's unaudited consolidated and parent company financial statements, including the balance sheet, income statement, cash flow statement, and statement of changes in owners' equity, comprehensively reflecting the company's financial position as of June 30, 2021, and its operating results and cash flows for the first half of 2021 Consolidated Balance Sheet Consolidated Income Statement Consolidated Cash Flow Statement Company Overview This section introduces the company's historical evolution, from Shanghai Pulisheng Light Industry Equipment Co., Ltd. established in 2007, through multiple equity changes, capital increases, and overall share reform, to its public listing in 2015; as of the end of the reporting period, the company's total share capital was 100 Million shares, and its principal business activities include the manufacturing and sales of food machinery, as well as wholesale and import/export of related packaging materials Significant Accounting Policies and Estimates This section elaborates on the accounting standards followed by the company and its significant accounting policies and estimates; notably, the company adopted the new lease standards from January 1, 2021, recognizing right-of-use assets and lease liabilities for all leases except short-term and low-value asset leases, and this accounting policy change was made in accordance with the Ministry of Finance's 2018 revision of 'Accounting Standard for Business Enterprises No. 21 – Leases' - The company adopted the Ministry of Finance's revised 'Accounting Standard for Business Enterprises No. 21 – Leases' (New Lease Standards) from January 1, 2021[220] - Under the New Lease Standards, lessees are required to recognize right-of-use assets and lease liabilities for all leases, except for short-term and low-value asset leases[220][221] Notes to Consolidated Financial Statement Items This section provides detailed notes and explanations for major items in the consolidated financial statements; as of the end of the period, the company's accounts receivable book value was 249 Million Yuan, with bad debt provisions of 205 Million Yuan; inventory book value of 522 Million Yuan, with impairment provisions of 86.29 Million Yuan; goodwill original book value was 110 Million Yuan, fully impaired; operating revenue primarily from principal business, increased by 93.41%