ZBJT(SZ:000759)2024-04-26 16:26Internal Control and Governance - Zhongbai Holdings Group reported a significant internal control deficiency related to employee misconduct, which has been rectified by December 31, 2023[5]. - The company has maintained its governance structure with all board members present for the report's approval[5]. - The company has established a performance evaluation mechanism for senior management, linking compensation to annual and long-term performance assessments[135]. - The internal control system has been continuously improved to adapt to changing external environments and internal management requirements[136]. - The company has strengthened the supervision of internal control execution through enhanced internal audit department oversight[136]. - The company reported no significant financial reporting impact from the internal control defects identified during the reporting period[137]. - The company is committed to enhancing internal control and governance capabilities to promote sustainable development[145]. - The company has established a comprehensive self-inspection of its governance situation in accordance with relevant regulations[145]. Financial Performance - The company's operating revenue for 2023 was ¥11,639,438,276, a decrease of 4.57% compared to ¥12,197,406,336 in 2022[22]. - The net profit attributable to shareholders was -¥338,472,926, showing an improvement of 4.51% from -¥354,459,677 in the previous year[22]. - The net cash flow from operating activities decreased by 32.39% to ¥523,672,667.80 from ¥774,501,520.92 in 2022[22]. - The total assets at the end of 2023 were ¥11,466,860,421, reflecting a decline of 9.67% from ¥12,575,852,269 at the end of 2022[22]. - The net assets attributable to shareholders decreased by 12.38% to ¥2,305,073,874.20 from ¥2,753,958,067.80 in 2022[22]. - The basic earnings per share for 2023 was -¥0.50, a slight improvement from -¥0.54 in 2022[22]. - The company reported a total of ¥22,825.21 million in funds embezzled by employees, with ¥17,590.88 million occurring in 2022 and prior years[23]. - The company adjusted its financial statements for 2016-2022 due to accounting errors and policy changes, impacting the accuracy of previous reports[23]. - The net profit after deducting non-recurring gains and losses remained negative for the last three accounting years, indicating ongoing financial challenges[24]. - The company reported a total of ¥15,893,023.86 in non-recurring gains for 2023, compared to ¥9,337,764.04 in 2022[29]. Business Operations and Strategy - The company has not reported any changes in its main business operations since its listing[20]. - The company has not disclosed any new product developments or technological advancements in the current report[5]. - The company’s future outlook includes potential risks that investors should be aware of, as detailed in the management discussion section[5]. - The company opened 212 new stores during the year, bringing the total number of stores to 1,714, with a net increase of 31 stores[36]. - The company is actively exploring new business models, including discount snack stores and community canteens, to adapt to changing consumer preferences[33]. - The company has implemented various digital transformation projects, including a data center and smart supply chain, to enhance operational efficiency[38]. - The company achieved online sales of CNY 1.527 billion during the reporting period[43]. - The company is focusing on community service model innovation and accelerating the integration of online and offline shopping experiences[81]. - The company is expanding its market presence by enhancing its online business platforms and collaborating with third-party platforms like Douyin[83]. Shareholder and Management Information - The company held three shareholder meetings during the reporting period, approving 13 resolutions, including the 2022 annual board report[92]. - The board of directors convened eight meetings, passing 26 resolutions to support major business decisions and protect shareholder interests[93]. - The company has established a performance evaluation and incentive mechanism for senior management to ensure transparency and accountability[94]. - The company maintains independence from its controlling shareholder, Wuhan Shangan (Group) Co., Ltd., in business, personnel, assets, institutions, and finance[96]. - The company has no instances of fund occupation by the controlling shareholder during the reporting period[96]. - The company appointed Wang Meifang as Chairman and General Manager, holding 500,000 shares as part of an incentive plan[101]. - The company reported a total of 2,300,600 shares held by directors and senior management, with 2,300,000 shares being newly added this period[101]. - Su Mingbo resigned from the board on April 24, 2023, due to work adjustments[102]. - Zhang Jun was elected as a director on January 16, 2023, as part of a board replacement process[103]. - The company has a new management team with significant experience in various sectors, enhancing its operational capabilities[104]. Risks and Challenges - The company faces risks from macroeconomic fluctuations that could impact consumer confidence and demand in the retail sector[86]. - The company is committed to deepening organizational reforms and enhancing risk management capabilities to ensure compliance and governance[87]. - The company reported a significant decline in revenue from the Chongqing region, which fell by 43.39% due to the closure of four food-focused stores[56]. Environmental and Social Responsibility - The company has been compliant with environmental protection laws and standards during its operations[148]. - The company has no instances of exceeding pollutant discharge limits as per the monitoring results[149]. - The pollutant discharge permit is valid from September 18, 2021, to September 17, 2026[149]. - The company invested approximately 1.1 million yuan in environmental governance and protection, and paid an environmental protection tax of about 66,400 yuan during the reporting period[154]. - The company utilized 6.3532 million kWh of solar power, reducing peak electricity usage by 136,500 kWh throughout the year[155]. - The company conducted precise poverty alleviation procurement in 49 key poverty-stricken counties, purchasing 6,242 tons of products for a total amount of 53.78 million yuan[159]. Financial Guarantees and Liabilities - The total approved guarantee amount during the reporting period was CNY 603 million, with an actual guarantee amount of CNY 189.29 million, representing 46.61% of the company's net assets[179]. - The company continues to engage in providing guarantees to support its subsidiaries' operations and financial stability[178]. - The company has multiple joint liability guarantees with various subsidiaries, indicating a significant level of financial interdependence[178]. - The actual guarantee balance at the end of the reporting period was CNY 107.43 million[179]. - The company’s total approved guarantee amount at the end of the reporting period was CNY 276 million[179].