中达安(300635) - 2023 Q4 - 年度财报

Financial Independence and Governance - The company has established an independent financial department with a complete accounting system and financial management policies, ensuring independent financial decision-making[1]. - The company and its subsidiaries operate as independent accounting entities, with no shared bank accounts with actual controllers, ensuring asset independence[1]. - The company is committed to maintaining independence from actual controllers and their affiliates in all operational aspects[1]. - The company has adhered to its established governance structure, ensuring checks and balances among the board, supervisory committee, and management[35]. - The company has established a governance structure with a clear division of responsibilities among the board of directors, supervisory board, and management[156]. - The company has committed not to transfer or delegate management of its indirectly held shares for 18 months after the acquisition of control is completed[39]. - The company and its controlling shareholders have pledged to maintain the independence of the listed company in terms of personnel, assets, finance, organization, and business after the transaction[39]. - The company will regulate related party transactions according to relevant laws and internal control systems after the transaction is completed[39]. Leadership and Management Changes - The company has undergone significant changes in its board and management personnel due to changes in control, with several key positions being vacated[5]. - The company has appointed new executives, including a new chairman and several vice presidents, to strengthen its leadership team[5]. - The company has a diverse leadership team with extensive experience across various sectors, enhancing its operational capabilities[18]. - The board of directors has actively participated in meetings, with all members attending the required number of meetings[43]. Compensation and Profit Distribution - The total pre-tax remuneration for the current board members and senior management during the reporting period amounts to 936.09 million yuan[18]. - The company has a clear policy regarding the remuneration of directors and supervisors, which is based on their contracts and actual responsibilities[16]. - The company has maintained a policy of not paying additional allowances to directors and supervisors who are already compensated by shareholder units[16]. - The company declared a cash dividend of 0.1 CNY per 10 shares, totaling 1,363,220 CNY, which represents 100% of the distributable profit[55]. - The total distributable profit for the year was 147,486,161.43 CNY, indicating a strong commitment to returning value to shareholders[55]. - The cash dividend policy is compliant with the company's articles of association and has been transparently communicated to shareholders[54]. - The company has not made any adjustments to its cash dividend policy during the reporting period, maintaining consistency in its approach[54]. - The company has committed to an active profit distribution policy, emphasizing reasonable returns to investors with continuity, stability, and rationality[84]. Internal Control and Compliance - The company has established a comprehensive internal control system to effectively mitigate operational risks and enhance management efficiency[57]. - The company’s internal control evaluation report indicates no major deficiencies that could significantly impact financial reporting[30]. - The company has committed to continuous improvement of its internal control processes to promote sustainable development and risk management[57]. - The company emphasizes the importance of internal control and management system construction to enhance decision-making effectiveness[45]. - The company has revised several internal governance documents to enhance its governance structure and ensure compliance with regulatory requirements[177]. Social Responsibility and Environmental Commitment - The company actively engages in social responsibility initiatives, including support for national education and disaster relief efforts[37]. - The company is committed to supporting rural revitalization policies and has engaged in charitable donations during the reporting period[37]. - The company has emphasized its commitment to environmental protection and sustainable development, actively implementing energy-saving and environmental measures[94]. - The company plans to maintain a green office environment and promote paperless operations to enhance efficiency and protect the environment[94]. - The company is not classified as a key pollutant discharge unit and promotes green office practices[172]. - The company has actively contributed to social responsibility initiatives, including donations totaling 40,000 CNY to support poverty alleviation and education[64]. Related Party Transactions - The company reported a total of 2,898.94 million yuan in related party transactions, accounting for 7.83% of similar transaction amounts[150]. - The company also engaged in related party transactions with Jinan Lingang Industrial Park Development Co., Ltd., amounting to 2,076.44 million yuan, which is 5.61% of similar transaction amounts[150]. - Another related party transaction with Jinan Licheng Holding Industrial Investment Group Co., Ltd. totaled 1,575.08 million yuan, representing 4.25% of similar transaction amounts[150]. - The company has increased its expected daily related party transactions for 2023, with transactions amounting to 2 million CNY (4.09% of total) with Jinan Helixi Real Estate Development Co., Ltd.[134]. - The company has made a special commitment to reduce and regulate related party transactions, ensuring fair market pricing in transactions[89]. Employee Training and Development - The company plans to continue optimizing training resources and enhancing the training system to improve employee skills and business capabilities[52]. - The company has implemented various training programs for employees, including onboarding and professional certification training[52]. - The company has acknowledged potential risks associated with labor dispatch practices and has made commitments to comply with labor laws[114]. - The company has implemented feedback channels to address employee concerns and foster a supportive work environment[173]. Financial Performance and Investments - The audit committee has approved the 2022 annual audit report, with a noted impact of approximately RMB 113 million on pre-tax profits due to changes in accounting estimates[46]. - The company intends to invest raised funds into business network upgrades, information technology projects, and to supplement working capital and repay bank loans[111]. - The company has established a comprehensive project management service capability and will continue to leverage its core competitive advantages in technology research and development, system integration, and engineering performance[84]. - The actual performance of Shandong Zhongda'an Design Consulting Co., Ltd. for the current period reached 20.40 million CNY, exceeding the forecast of 13.69 million CNY by approximately 49.5%[121]. Subsidiaries and Acquisitions - The company established several new subsidiaries in 2023, including Zhongda'an (Weifang) New Energy Co., Ltd. and Zhongda'an (Shouguang) Photovoltaic New Energy Co., Ltd., each with a registered capital of 1 million CNY, which will be included in the consolidated financial statements by December 31, 2023[125][126]. - The company invested 50 million CNY to establish Zhongda'an New Energy Co., Ltd., which is also fully owned and will be included in the consolidated financial statements by December 31, 2023[143]. - The company completed the acquisition of 100% equity in Shandong Tongxin Tonghe Architectural Design Consulting Co., Ltd. on July 12, 2023, which will be included in the consolidated financial statements by December 31, 2023[127]. - The company has established a new subsidiary, Zhongda'an (Jinan Jiyang) New Energy Technology Co., Ltd., with a registered capital of 5 million CNY, which will also be included in the consolidated financial statements by December 31, 2023[143]. Shareholder Engagement - The company held five shareholder meetings in 2023, with participation rates ranging from 7.26% to 26.53%[162]. - The company has ensured that minority shareholders have opportunities to express their opinions[54].