ZJDR(SH:600113)2024-03-08 16:00Dividend Distribution - The company plans to distribute a cash dividend of RMB 1.80 per 10 shares, totaling RMB 75,875,698.80 (including tax) based on the total share capital of 421,531,660 shares as of December 31, 2023[5] - Cash dividend amount (including tax) is RMB 75,875,698.80, accounting for 36.65% of the net profit attributable to shareholders of the listed company in the consolidated financial statements[134][135] Share Capital and Stock Information - The company's total share capital is 421,531,660 shares as of December 31, 2023[5] - The company's stock is listed on the Shanghai Stock Exchange with the stock code 600113 and the stock abbreviation "Zhejiang Dongri"[20] - The company implemented a restricted stock incentive plan in 2023, granting 10.1005 million shares to 95 incentive recipients, increasing the total share capital from 411,431,160 shares to 421,531,660 shares[182] - The controlling shareholder's stake decreased from 49.29% to 48.11% following the issuance of restricted shares[186] - The total number of ordinary shareholders at the end of the reporting period is 25,012[187] - The largest shareholder, Wenzhou Oriental Group Co., Ltd., holds 202,807,800 shares, accounting for 48.11% of the total shares[189] - The second-largest shareholder, Hu Zaifu, holds 3,074,647 shares, accounting for 0.73% of the total shares[189] - The third-largest shareholder, Hu Zhengyi, holds 2,683,100 shares, accounting for 0.64% of the total shares[189] - The fourth-largest shareholder, Duan Xuedong, holds 2,632,577 shares, accounting for 0.62% of the total shares[189] - The fifth-largest shareholder, Wang Hui, holds 2,541,800 shares, accounting for 0.60% of the total shares[189] - The sixth-largest shareholder, Shi Yan, holds 2,526,893 shares, accounting for 0.60% of the total shares[189] - The seventh-largest shareholder, Zhang Pifu, holds 2,500,910 shares, accounting for 0.59% of the total shares[189] - The eighth-largest shareholder, Huatai-PineBridge Fund Management Co., Ltd. - Social Security Fund 1103 Portfolio, holds 2,380,600 shares, accounting for 0.56% of the total shares[189] - The ninth-largest shareholder, Shen Hua, holds 2,309,294 shares, accounting for 0.55% of the total shares[189] Company Address and Contact Information - The company's registered address was changed in 2021 from No. 92, Aideng Bridge, Wenzhou City, Zhejiang Province to Room 1101-1, Hezhong Building, No. 168, Shifu Road, Lucheng District, Wenzhou City, Zhejiang Province[18] - The company's office address is on the 12th floor of Hezhong Building, No. 168, Shifu Road, Lucheng District, Wenzhou City, Zhejiang Province[18] - The company's website is www.dongri.com, and its email address is 600113@dongri.com[18] Financial Performance - Revenue in 2023 decreased by 3.52% to RMB 885,824,413.70 compared to RMB 918,164,559.83 in 2022[22] - Net profit attributable to shareholders increased by 29.00% to RMB 207,049,794.30 in 2023 from RMB 160,505,489.75 in 2022[22] - Net cash flow from operating activities decreased by 5.95% to RMB 175,565,415.56 in 2023 from RMB 186,662,904.40 in 2022[22] - Total assets increased by 30.26% to RMB 3,736,476,725.82 in 2023 from RMB 2,868,525,707.50 in 2022[22] - Basic earnings per share increased by 28.21% to RMB 0.50 in 2023 from RMB 0.39 in 2022[24] - Weighted average return on equity increased by 1.71 percentage points to 9.26% in 2023 from 7.55% in 2022[24] - Revenue in Q4 2023 was RMB 357,599,533.18, the highest among all quarters[27] - Net profit attributable to shareholders in Q4 2023 was RMB 100,654,879.49, significantly higher than other quarters[27] - Total assets increased by 30.26% to 3,736.48 million yuan by the end of 2023[34] - Revenue decreased by 3.52% to 885.82 million yuan in 2023[34] - Net profit attributable to shareholders increased by 29.00% to 207.05 million yuan in 2023[34] - Non-recurring net profit increased by 10.99% to 149.76 million yuan in 2023[34] - Total assets increased by 30.26% to 3,736.48 million yuan by the end of 2023[60] - Net profit attributable to shareholders increased by 29.00% to 207.05 million yuan[60] - Revenue decreased by 3.52% to 885.82 million yuan[60] - R&D expenses increased by 23.67% to 8.76 million yuan, accounting for 0.99% of total revenue[61][68] - Operating cash flow decreased by 5.95% to 175.565 million in 2022[71] - Investment cash flow decreased by 48.49% to 86.354 million in 2022[71] - Cash and cash equivalents increased by 59.03% to 935.971 million, accounting for 25.05% of total assets[74] - Other receivables decreased by 86.80% to 67.462 million, accounting for 1.81% of total assets[75] - Inventory increased by 428.35% to 570.392 million, accounting for 15.27% of total assets[75] - Investment property increased by 73.03% to 790.308 million, accounting for 21.15% of total assets[75] - Accounts payable increased by 160.97% to 307.765 million, accounting for 8.24% of total assets[75] - Contract liabilities increased by 444.84% to 93.217 million, accounting for 2.49% of total assets[75] Subsidiaries and Investments - The company acquired a 16% stake in Linfen Nongdu Market Development Co., Ltd. for 40.04 million yuan, increasing its total stake to 64.4615%[65] - The company established Shanxi Jimei Agricultural Development (Group) Co., Ltd. with a 65% stake for 27.30 million yuan[65] - The company's subsidiary established Dongyun Zhinong (Jiaxing) Technology Co., Ltd. with a 60% stake for 3.60 million yuan[65] - Total assets of Wenzhou Yiyou Agricultural Products Market Management Co., Ltd. reached 619.78 million yuan, with net profit of 130.83 million yuan[80] - Wenzhou Dongri Aquatic Products Wholesale Market Management Co., Ltd. achieved a net profit of 38.8 thousand yuan with total assets of 57.61 million yuan[80] - Linfen Nongdu Market Development Co., Ltd., with a 64.46% stake, reported total assets of 845.23 million yuan and net profit of 9.14 million yuan[80] - Harbin Dongji Industrial Co., Ltd., with a 40.98% stake, recorded total assets of 706.90 million yuan but a net loss of 17.56 million yuan[81] - The company's subsidiary, Linfen Nongdu, was involved in a construction contract dispute with Zhejiang Chengjian, with the case filed on November 3, 2023[164] - The company provided financial assistance of RMB 53.35 million to its associate company, Fuding Hongzhu, at an annual interest rate of 4.35%[168] - The company plans to provide financial assistance of up to RMB 35 million to its associate company, Harbin Dongji Industrial, with the assistance period ending on December 31, 2023[169] - The company's subsidiary, Wenzhou Dongri Aquatic Products Wholesale Market Management, leased properties from Modern Cold Chain for RMB 15.97 million, with the lease period from October 18, 2021, to October 17, 2024[170] - The company provided guarantees for Linfen Nongdu amounting to RMB 310.144 million, which is 48.46% of the principal amount under the main contract[175] - The company's subsidiary, Quzhou Dongri Enterprise Management Co., Ltd., provided guarantees for Longyou Baiyi, with a guarantee balance not exceeding RMB 60 million, of which RMB 48 million is attributable to the company's 80% stake[175] - The company provided guarantees for Harbin Dongji, with a maximum guaranteed debt amount of RMB 105 million, representing 35% of Harbin Dongji Industrial Co., Ltd.'s total debt[175] - The company's total guarantee balance (including guarantees for subsidiaries) is RMB 47.3644 billion[174] - The company's guarantee balance for subsidiaries is RMB 47.3644 billion, with no guarantees provided for shareholders, actual controllers, or their related parties[174] Business Segments and Operations - The company's revenue in 2023 was primarily composed of three segments: agricultural wholesale market business (35.98%), fresh food distribution business (29.59%), and soybean product processing (9.20%)[51] - The company's agricultural wholesale market business includes leasing stalls, transaction management, and other market services, with rental contracts typically lasting one year[52] - The fresh food distribution business leverages the company's wholesale market advantages to provide centralized procurement and distribution services to institutions, canteens, and hotels, with profits mainly derived from product markups[53] - The soybean product processing business, under the brand "Snow Peak," produces over 40 products and ranks among the top 50 soybean product manufacturers in China[54] - The company has expanded its agricultural wholesale market operations to multiple regions, including Quzhou, Changshan, Shanxi, and Heilongjiang, enhancing its market presence and scale effects[48] - The company has invested in digital and information management systems, including data centers, electronic trading systems, and food safety inspection equipment, to improve operational efficiency and market competitiveness[50] - The company's agricultural wholesale market business is supported by national policies and benefits from urbanization and increasing consumer demand, presenting significant growth opportunities[47] - The company's soybean product processing business has established a strong presence in the Zhejiang region and is recognized as a model enterprise in the "Safe Soybean Products Project"[54] - The company's Louqiao market cluster accounts for over 90% of the total supply of vegetables and fruits in Wenzhou city[56] - The company completed the construction and operation of a smart cold storage facility, achieving full automation and unmanned operations[36] - The company successfully implemented a digital traceability pilot project for food safety, integrating its "One Card System" with the "Zhejiang Food Chain" system[36] - The company established Jimei Agricultural Development (Group) Co., Ltd. in Shanxi to provide integrated smart services for fruit farmers[37] - The company participated in the construction of a "Future Farm" in Jiaxing, featuring intelligent production, irrigation, monitoring, and management[37] - The company's subsidiaries in Shanxi, Heilongjiang, and Zhejiang completed construction and began trial operations[38] Corporate Governance and Leadership - The company's legal representative is Chen Jiaze[16] - The company's board of directors, board of supervisors, and senior management guarantee the authenticity, accuracy, and completeness of the annual report[6] - The company held 7 shareholder meetings during the reporting period, ensuring compliance with legal and regulatory requirements and protecting the rights of all shareholders, especially minority shareholders[98] - The company held 14 board meetings, with all directors attending diligently and independently, and the board's specialized committees provided strong support for decision-making[98] - The company held 9 supervisory board meetings, with supervisors effectively overseeing financial matters and protecting company assets[99] - The company maintained independence from its controlling shareholder in terms of business, personnel, assets, organization, and finance, with no instances of fund misappropriation or illegal guarantees[100] - The company established a fair and transparent performance evaluation and incentive mechanism for directors, supervisors, and senior management[100] - The company disclosed information through multiple channels, including the Shanghai Stock Exchange website and official media, ensuring transparency and compliance[100] - The company held 3 online performance briefings and investor reception days after the release of annual, semi-annual, and quarterly reports[101] - The company's first temporary shareholder meeting in 2023 approved financial assistance extensions for subsidiaries and related transactions[102] - The company's second temporary shareholder meeting in 2023 approved amendments to the articles of association and the election of directors[103] - The company's third temporary shareholder meeting in 2023 approved the issuance of A shares to specific targets and related transactions[103] - The company held a total of 7 shareholders' meetings in the reporting period, including 1 annual general meeting and 6 extraordinary general meetings, with no proposals being vetoed or previous resolutions being changed[104] - The company implemented a restricted stock incentive plan in 2023, with key executives receiving shares as part of the plan, including the General Manager who received 362,000 shares[107] - The company's General Manager received a total pre-tax remuneration of 1.0575 million yuan in 2023[107] - The company's Board Secretary and CFO received 294,000 shares through the restricted stock incentive plan and a total pre-tax remuneration of 839,500 yuan in 2023[107] - The company's Deputy General Manager received 326,000 shares through the restricted stock incentive plan and a total pre-tax remuneration of 923,900 yuan in 2023[107] - The company's Vice President received 287,000 shares through the restricted stock incentive plan and a total pre-tax remuneration of 819,200 yuan in 2023[107] - The company's independent directors each received a total pre-tax remuneration of 80,000 yuan in 2023[107] - The company revised several internal governance rules and regulations, including the Rules of Procedure for Shareholders' Meetings, the Rules of Procedure for the Board of Directors, and the Investment Decision Management System[104] - The company provided financial support to its subsidiary, Fuding Hongzhu Real Estate Co., Ltd., and revised the Independent Director Work System[104] - The company's restricted stock incentive plan for 2023 was approved, including the draft plan, the implementation assessment management measures, and the authorization for the board to handle related matters[104] - Total equity incentives for executives amount to 581.26 million[109] - The company's board of directors and senior management have a well-defined compensation decision process based on performance and shareholder-approved policies[114] - Key executives hold significant positions in affiliated companies, such as Chen Jiazhe as Executive Director and General Manager of Wenzhou Oriental Group[112] - Senior management roles include multiple positions in Wenzhou Modern Service Industry Development Group, indicating strong integration with parent companies[113] - The company's leadership team has extensive experience in various sectors, including finance, real estate, and agriculture, contributing to diversified expertise[111] - Total compensation for all directors, supervisors, and senior management at the end of the reporting period was 581.26 million[115] - The company held a total of 14 board meetings in 2023, with key resolutions including the approval of the 2023 semi-annual and third-quarter reports[117] - The audit committee held 6 meetings in 2023, reviewing key reports such as the 2022 annual report and 2023 quarterly reports[123] - The nomination committee held 1 meeting in 2023, focusing on the proposal to elect new directors[124] - The compensation and evaluation committee held 1 meeting in 2023, reviewing the 2021 performance evaluation of senior management[125] - The strategic committee held 1 meeting in 2023, conducting its annual review[126] - The company implemented training plans in 2023, including new employee onboarding and management training[130] - The company's board of directors had no objections to the supervision matters during the reporting period[127] Employee Information - The company's total number of employees at the end of the reporting period was 1,050, with 759 production personnel and 85 technical personnel[128] - The company's employee education breakdown includes 9 with postgraduate degrees, 129 with bachelor's degrees, and 711 with secondary education or below[128] - The company has 45 R&D personnel, accounting for 4.29% of the total workforce[69] - R&D personnel consist of 2 with a master's degree, 28 with a bachelor's degree, and 15 with a college degree[69] Environmental and Social Responsibility - The company's environmental protection investment in the reporting period is RMB 0, and it has obtained pollution discharge permits for its markets[142][143] - No carbon reduction measures were taken in the reporting period[144] - The company disclosed a separate 2023 Social Responsibility Report on the Shanghai Stock Exchange website[145] - Total charitable donations amounted to 25,000 RMB, all in cash, for the "Charity Day Donation" initiative[146] Risk Management and Compliance - The company faces market risks due to macroeconomic fluctuations, intense competition, and reliance on a single regional market in Zhejiang Province[91] - The company is exposed to operational risks including management challenges, potential declines in market operation fees, and consumer protection-related liabilities[92] - The company is subject to policy risks, including potential changes in tax policies and industry regulations that could impact its operations[96] - The company reported no significant issues related to delisting risk, bankruptcy reorganization, or major litigation and arbitration cases[163] - The company's daily related-party transactions for 2023 amounted to approximately RMB 7.4 million[165] Tax and Financial Incentives - The company benefits from tax incentives, including VAT exemptions for certain agricultural products and reduced corporate income tax rates for small and micro enterprises[94] - The company's subsidiaries, such as Xi'an Hezhi and Hangzhou Hezhiyun, enjoy high-tech enterprise tax benefits until 2023[95]