新劲刚(300629) - 2020 Q4 - 年度财报

Important Notice, Table of Contents, and Definitions The company completed a major business transformation in 2020, focusing on military electronics and materials, while addressing key risks and announcing its profit distribution plan Important Notice The company's management guarantees the truthfulness, accuracy, and completeness of the annual report content, disclosing major risks and the 2020 profit distribution plan - The company completed the divestiture of its traditional superhard materials products business in 2020, fully focusing on "military electronics + military materials" business. This move, while potentially leading to a short-term decrease in operating revenue and scale, aims to optimize resource allocation and enhance long-term profitability[6] - The company faces risks of long development cycles, high investment, and uncertainty in finalization for new products. Military product R&D involves multiple stages, and failure could adversely affect performance[7][8] - Due to the acquisition of Kuanpu Technology in 2019, the company's consolidated balance sheet includes approximately 450 million yuan in goodwill, posing a risk of impairment if future operations fall short of expectations[9] - The company's 2020 profit distribution plan is to distribute a cash dividend of 1.00 yuan (including tax) per 10 shares to all shareholders, based on a total of 131,526,341 shares[10] To All Shareholders The company successfully completed its business transformation in 2020, divesting traditional superhard materials and focusing entirely on military electronics and materials, with significant growth in subsidiary Kuanpu Technology's performance and backlog orders - In 2020, the company completed the divestiture of its superhard materials products business, concentrating resources entirely on "military electronics + military materials" businesses[13] - Subsidiary Kuanpu Technology 2020 Operating Performance | Indicator | 2020 | Year-over-year Growth | | :--- | :--- | :--- | | Operating Revenue | 186.2156 million yuan | 27.78% | | Net Profit | 67.4936 million yuan | 49.80% | | Orders in Hand at Year-end | 369.6628 million yuan | 109.52% | - Subsidiary Kangtaiwei's thermal barrier coating products successfully achieved mass production, applied in X-type aircraft[14] - The company's future strategy will leverage Kuanpu Technology to become a leading integrated RF microwave solution provider for military applications, and Kangtaiwei to become a supplier of military thermal barrier and radar absorbing composite functional materials products[15][16] Company Profile and Key Financial Indicators The company achieved a significant turnaround in 2020, with substantial growth in revenue and net profit, primarily driven by business restructuring and strong performance in military electronics Key Accounting Data and Financial Indicators In 2020, the company turned losses into profits, with operating revenue increasing by 60.64% and net profit attributable to shareholders surging by 294.91%, driven by business restructuring and strong military electronics performance, though non-recurring gains and losses significantly impacted net profit - 2020 Key Financial Indicators | Indicator | 2020 | 2019 | Year-over-year Change | | :--- | :--- | :--- | :--- | | Operating Revenue (yuan) | 318,378,577.63 | 198,198,942.81 | 60.64% | | Net Profit Attributable to Shareholders of the Listed Company (yuan) | 50,238,027.59 | -25,774,363.58 | 294.91% | | Net Profit Attributable to Shareholders of the Listed Company After Deducting Non-recurring Gains and Losses (yuan) | 9,973,070.77 | -27,979,592.41 | 135.64% | | Net Cash Flow from Operating Activities (yuan) | 112,502,105.28 | 30,937,937.76 | 263.64% | | Basic Earnings Per Share (yuan/share) | 0.390 | -0.24 | 262.50% | | Weighted Average Return on Net Assets | 6.30% | -6.19% | 12.49% | - Total non-recurring gains and losses for 2020 amounted to 40,264,956.82 yuan, primarily comprising 19,299,801.58 yuan from disposal of non-current assets and 13,283,244.81 yuan from government grants recognized in current profit or loss[33][34] Company Business Overview The company's business structure significantly transformed in 2020, focusing on military electronics and new materials, supported by strong core competencies and notable asset changes Main Business, Products, and Operating Model During the reporting period, the company's business structure underwent significant adjustment, divesting traditional metal-based superhard materials products by the end of 2020, now focusing on military electronics and new materials, primarily driven by RF microwave products with increasing contributions from military materials - The company completed the sale of its metal-based superhard materials products business by the end of 2020 and will no longer operate this business from 2021 onwards[37] - The company's core businesses are divided into two segments: - Military Electronics Business: Primarily RF microwave power amplification, filtering, and reception products from subsidiary Kuanpu Technology, widely used in airborne, vehicle-mounted, and shipborne weapon platforms - Military New Materials Business: Centered on subsidiary Kangtaiwei, main products include thermal spray materials, electromagnetic wave absorbing materials, and anti-corrosion conductive static materials, with thermal spray materials already achieving batch supply[38][39][42] - The company primarily adopts an "order-to-production" model. Military product sales are direct, obtained through participation in client project R&D, bidding, or competitive negotiations[44][45] - The main performance driver is Kuanpu Technology's RF microwave business, benefiting from military informatization development. With Kangtaiwei's thermal barrier coating products achieving mass production, the military materials business will also become a new performance contributor[46] Significant Changes in Major Assets During the reporting period, the company's major assets changed significantly due to business divestiture and asset disposal, leading to substantial decreases in fixed assets and accounts receivable, and a significant 285.42% increase in cash and cash equivalents from asset and equity sales - Major Asset Changes | Major Asset | Change Percentage | Primary Reason | | :--- | :--- | :--- | | Fixed Assets | -49.20% | Disposal of factory buildings and sale of subsidiary Jin'gangshi Tools | | Cash and Cash Equivalents | +285.42% | Cash inflows from disposal of land use rights, buildings, and sale of subsidiary Jin'gangshi Tools | | Accounts Receivable | -86.13% | Accounts receivable of subsidiary Jin'gangshi Tools no longer consolidated after its sale | Core Competitiveness Analysis The company's core competitiveness primarily stems from subsidiary Kuanpu Technology's over 20 years of accumulation in military RF microwave, characterized by a stable R&D team, leading technical standards, high product reliability, strong brand recognition, and robust external expansion capabilities - R&D Advantage: Kuanpu Technology boasts an R&D team of over 100 people with experienced and stable core personnel, and has established industry-university-research collaborations with multiple universities and research institutes[49] - Technical Leadership Advantage: Kuanpu Technology is a drafting unit for the national military standard GJB-7084 "General Specification for RF Solid-State Power Amplifier Modules" and holds multiple invention and utility model patents[50] - Product Reliability Advantage: Product quality is controllable throughout the entire process, with a return rate consistently below 1% in recent years, significantly lower than the industry average[51] - Brand and External Expansion Advantage: The "Kuanpu" brand has become one of the preferred brands for major clients in the industry, providing a crucial foundation for the company's investment and M&A activities along the industry chain[52][53] Management Discussion and Analysis The company successfully transitioned to a military-focused business model in 2020, achieving strong performance in military electronics and outlining future growth strategies and associated risks Operating Overview 2020 marked the first year after the Kuanpu Technology acquisition, with the company divesting superhard materials to fully focus on military electronics and materials, achieving consolidated revenue of 318 million yuan and net profit attributable to shareholders of 50.238 million yuan, while Kuanpu Technology showed strong growth and increased backlog orders - 2020 Company and Subsidiary Kuanpu Technology Performance | Entity | Operating Revenue | Net Profit Attributable to Parent/Net Profit | Orders in Hand at Year-end | | :--- | :--- | :--- | :--- | | Xinjinggang (Consolidated) | 318 million yuan | 50.238 million yuan | - | | Kuanpu Technology | 186 million yuan | 67.4936 million yuan | 370 million yuan | - The company completed several key initiatives during the reporting period: - Disposal of Low-Efficiency Assets: Sold land and factory buildings in Foshan East Plant and 100% equity of subsidiary Jin'gangshi Tools, revitalizing assets and focusing on core business - Increased Military Investment: Consolidated Kuanpu Technology's competitiveness in RF microwave and actively expanded into radar and electronic countermeasures - Raising Supporting Funds: Completed 251 million yuan in supporting fund raising, optimizing the asset structure - Improved Incentive Mechanism: Launched the first phase of the restricted stock incentive plan, covering 28 core employees[56][57][58][59][61] Main Business Analysis In 2020, the company's main business structure fundamentally changed, with electronics business revenue soaring by 336.69% to become the largest contributor at 58.49% of total revenue with a high gross margin, while materials business revenue declined due to divestiture, and various expenses significantly increased due to the full-year consolidation of Kuanpu Technology and higher financial costs - 2020 Operating Revenue Composition (by Industry) | Industry | Operating Revenue (yuan) | Percentage of Total Revenue | Year-over-year Change | Gross Margin | | :--- | :--- | :--- | :--- | :--- | | Electronics | 186,215,636.64 | 58.49% | 336.69% | 58.37% | | Materials | 132,162,940.99 | 41.51% | -15.04% | 19.47% | - 2020 Major Expense Changes | Expense Item | 2020 (yuan) | Year-over-year Change | Primary Reason for Change | | :--- | :--- | :--- | :--- | | Administrative Expenses | 39,208,447.36 | 53.49% | Full-year consolidation of Kuanpu Technology data | | Financial Expenses | 19,355,308.82 | 200.67% | Increase in exchange gains/losses and convertible bond interest | | Research and Development Expenses | 32,882,783.90 | 98.86% | Full-year consolidation of Kuanpu Technology data | - R&D investment significantly increased, with the 2020 R&D expenditure amounting to 32,882,783.90 yuan, raising its proportion of operating revenue from 8.34% to 10.33%[79] - Net cash flow from operating activities was 113 million yuan, a 263.64% year-over-year increase, primarily due to the full-year consolidation of Kuanpu Technology's data[81][82] Company's Future Development Outlook The company has fully transitioned to a dual-main business model of "military electronics + military materials," aiming to become a leading integrated solution provider in military RF microwave and functional materials through organic growth and M&A, while acknowledging risks such as short-term performance fluctuations, new product development, and goodwill impairment - The company's overall development strategy is to concentrate resources on the "military electronics + military materials" main track, aiming to become a leading supplier of military RF microwave and military functional materials in China[110] - The 2021 operating plan includes: - Foundation Consolidation: Consolidate Kuanpu Technology's industry position and stabilize Kangtaiwei's thermal spray material production and sales - Management Enhancement: Improve management systems and introduce high-caliber talent - Mechanism Optimization: Refine performance evaluation and long-term incentive mechanisms - External Expansion: Actively seek investment, incubation, and M&A opportunities to enrich product structure and expand customer base[112][113] - The main risks faced by the company include: short-term performance fluctuations and decreased operating scale after divesting traditional businesses, risks associated with military new product development and market promotion, and potential impairment risk from the 450 million yuan goodwill formed by the Kuanpu Technology acquisition[114][116][117] Significant Matters Key events include the 2020 profit distribution plan, significant asset and equity disposals to streamline operations, and the implementation of an equity incentive plan Profit Distribution The company's 2020 profit distribution plan proposes a cash dividend of 1.00 yuan (including tax) per 10 shares to all shareholders, based on a total share capital of 131,526,341 shares, amounting to 13,152,634.10 yuan, representing 26.18% of the 2020 net profit attributable to shareholders - 2020 Profit Distribution Plan | Item | Content | | :--- | :--- | | Dividend per 10 shares | 1.00 yuan (including tax) | | Share capital base for distribution | 131,526,341 shares | | Total cash dividend | 13,152,634.10 yuan | | Percentage of net profit attributable to shareholders | 26.18% | Major Asset and Equity Disposals During the reporting period, the company executed significant asset and equity disposals, including the sale of land use rights and properties for 50 million yuan, contributing 17.2147 million yuan to net profit, and the sale of 100% equity in its wholly-owned subsidiary Jin'gangshi Tools for 106.8 million yuan to an affiliated party, aiming to divest traditional businesses and focus on military core operations - The company sold land use rights and properties located in Foshan for 50 million yuan, with this transaction contributing 17.2147 million yuan in net profit to the listed company, accounting for 50.48% of the total net profit for the year[103] - The company sold 100% equity of its wholly-owned subsidiary "Jin'gangshi Tools" to affiliated party Foshan Runqi Investment Co., Ltd. for 106.8 million yuan. This transaction aims to divest the superhard materials business with declining profitability and concentrate resources on military product development[105][175] Equity Incentive Plan The company launched its "2020 Restricted Stock Incentive Plan" in December 2020, with the grant completed on January 20, 2021, aiming to establish a long-term incentive mechanism that aligns the interests of core employees with the company's long-term development - The company's "2020 Restricted Stock Incentive Plan (Draft)" was approved by the board of directors on December 29, 2020, and by the shareholders' meeting on January 15, 2021[170][172] - On January 20, 2021, the company set this date as the grant date to award restricted stock to incentive recipients[172] Share Changes and Shareholder Information The company's total share capital increased due to a non-public offering, with details provided on the controlling shareholder and actual controllers Share Changes During the reporting period, the company's total share capital increased from 121 million shares to 132 million shares, primarily due to the lifting of restrictions on some initial public offering shares and the non-public offering of 10,270,568 new shares to raise supporting funds - During the reporting period, the company's total share capital increased from 121,255,773 shares to 131,526,341 shares[218] - The primary reason for the share increase was the non-public offering of 10,270,568 shares to 11 investors to raise supporting funds, which were listed on May 25, 2020[217][219] Shareholders and Actual Controllers As of the end of the reporting period, the company had 14,281 common shareholders, with Mr. Wang Gang as the controlling shareholder holding 24.37% of shares, and Mr. Wang Gang, Ms. Lei Bingxiu, and Ms. Wang Jing as the actual controllers acting in concert - The controlling shareholder is Mr. Wang Gang, with a shareholding ratio of 24.37%[230][232] - The actual controllers are Mr. Wang Gang, Ms. Lei Bingxiu, and Ms. Wang Jing, who are mother-son/siblings and constitute concerted parties[230][233] Convertible Corporate Bonds Information The company has two outstanding convertible bonds, with one conversion price adjusted due to a non-public offering, and no conversions occurred during the period Convertible Corporate Bonds Information The company has two outstanding convertible bonds; during the reporting period, the conversion price of "Jinggangdingzhuan" (code 124001) was adjusted from 15.29 yuan/share to 15.48 yuan/share due to a non-public share offering, with no conversions occurring, and the top two bondholders are China Electronics Technology Investment Holding Co., Ltd. and Shanghai Tongyi Investment Management Co., Ltd. - Due to the company's non-public share offering, the conversion price of "Jinggangdingzhuan" (bond code 124001) was adjusted from 15.29 yuan/share to 15.48 yuan/share[239] - No convertible bonds were converted during the reporting period[240] - As of the end of the reporting period, the top two convertible bondholders were China Electronics Technology Investment Holding Co., Ltd. (holding 21.75%) and Shanghai Tongyi Investment Management Co., Ltd. (total holding 21.03%)[241] Directors, Supervisors, Senior Management, and Employees The company experienced changes in its board and senior management, with new appointments and a detailed breakdown of the employee structure Changes and Composition of Directors, Supervisors, and Senior Management During the reporting period, the company saw changes in its directors, supervisors, and senior management, with new appointments including Mr. Wen Jun and Mr. Zou Weifeng as directors, and Mr. Zou Weifeng and Mr. Zhang Tianrong as vice general managers, with Mr. Zhang Tianrong also serving as board secretary; as of the period end, the company had 561 employees, with technical personnel accounting for 24.24% - During the reporting period, directors Peng Bo and Wang Zhenming resigned; Wen Jun and Zou Weifeng were elected as new directors[245] - Zou Weifeng was newly appointed as Vice General Manager, and Zhang Tianrong as Vice General Manager and Board Secretary[245] - Employee Composition | Category | Number of People | Percentage | | :--- | :--- | :--- | | Production Personnel | 325 | 57.93% | | Sales Personnel | 47 | 8.38% | | Technical Personnel | 136 | 24.24% | | Financial Personnel | 20 | 3.57% | | Administrative Personnel | 33 | 5.88% | | Total | 561 | 100.00% | Corporate Governance The company maintains sound corporate governance in compliance with regulations, ensuring independence from its controlling shareholder across all operational aspects Overview of Corporate Governance During the reporting period, the company operated in strict compliance with relevant laws and regulations, and its corporate governance practices met the requirements of the China Securities Regulatory Commission, maintaining independence from its controlling shareholder in all aspects of business, personnel, assets, organization, and finance, and held seven shareholder meetings - The company's actual corporate governance status does not materially differ from the relevant normative documents issued by the China Securities Regulatory Commission[267] - The company maintains independence from its controlling shareholder in terms of business, personnel, assets, organization, and finance[268][269] Financial Report The financial report includes an unqualified audit opinion, a summary of key financial statements showing significant performance improvements, and detailed notes on major financial items Audit Report Rongcheng Certified Public Accountants (Special General Partnership) issued a standard unqualified audit opinion on the company's 2020 financial statements, highlighting three key audit matters: revenue recognition, provision for inventory impairment, and the major asset disposal project - The auditing firm is Rongcheng Certified Public Accountants (Special General Partnership), which issued a standard unqualified audit opinion[285] - Key audit matters include: - Revenue Recognition: Due to its significant impact on operating results and involvement of various business models - Provision for Inventory Impairment: Due to the significant amount of inventory and the involvement of management's significant judgment in its provision - Major Asset Disposal Project: Due to high transaction amount, impact on multiple accounts, and its nature as a related party transaction[288][289][290] Financial Statement Summary As of the end of 2020, the company's total assets were 1.159 billion yuan, a 5.41% increase year-over-year, with total equity attributable to parent company owners at 903 million yuan, up 36.95%, and the asset-liability ratio significantly decreased to 22.06%; for 2020, the company achieved operating revenue of 318 million yuan, a 60.64% increase, and successfully turned losses into profits with net profit attributable to shareholders of 50.238 million yuan - Consolidated Balance Sheet Key Items (Unit: yuan) | Item | December 31, 2020 | December 31, 2019 | Change | | :--- | :--- | :--- | :--- | | Total Assets | 1,158,677,348.25 | 1,099,255,387.27 | +5.41% | | Total Liabilities | 255,587,317.25 | 439,802,051.22 | -41.89% | | Total Equity Attributable to Parent Company Owners | 903,090,031.00 | 659,453,336.05 | +36.95% | - Consolidated Income Statement Key Items (Unit: yuan) | Item | 2020 | 2019 | Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 318,378,577.63 | 198,198,942.81 | +60.64% | | Operating Profit | 52,828,692.06 | -27,830,250.44 | Turned Loss into Profit | | Net Profit | 50,238,027.59 | -25,774,363.58 | Turned Loss into Profit | Notes to Consolidated Financial Statements Summary The financial statement notes provide detailed explanations, including cash and cash equivalents of 222 million yuan at period-end, with 16.7 million yuan restricted, and goodwill of 454 million yuan from the Kuanpu Technology acquisition, which showed no impairment after testing; operating revenue of 318 million yuan included 186 million yuan from RF microwave products, and net profit from discontinued operations was -10.59 million yuan primarily due to the disposal of Jin'gangshi Tools subsidiary - Cash and cash equivalents balance at period-end was 222 million yuan, of which 16,703,251.70 yuan was restricted due to bill deposits and down payments for factory building sales[484][485] - Goodwill's book value was 454,348,487.92 yuan, entirely arising from the acquisition of Kuanpu Technology. After impairment testing, with a projected revenue growth rate of 10.00% to 18.46% for the forecast period (2021-2025) and a discount rate of 12.99%, no impairment was found[606][609] - 2020 operating revenue was 318 million yuan, with main business revenue of 313 million yuan. Within main business revenue, RF microwave products contributed 186 million yuan, and metal-based superhard materials and products contributed 120 million yuan[700][701] - The company recognized net profit from discontinued operations of -10,591,735.15 yuan, primarily from the disposal of subsidiary Jin'gangshi Tools (-10,229,892.15 yuan) and Jiangxi Jinggang (-361,843.00 yuan)[824]