[年报]闽灿坤Ｂ:2021年年度报告（英文版）
原标题:闽灿坤Ｂ:2021年年度报告（英文版） TSANN KUEN (CHINA) ENTERPRISE CO., LTD. 20 21 ANNUAL REPORT March 20 22 Section I. Important Statements, Contents & Terms The Board of Directors, the Supervisory Committee as well as all directors, supervisors and senior management staff of Tsann Kuen (China) Enterprise Co., Ltd. (hereinafter referred to as “the Company”) warr ant that this Report is factual, accurate and complete without any false information, misleading statements or material omissions. And they shall be jointly and severally liable for that. Cai Yuansong , company principal, and Wu Jianhua, head of the account ing work & the accounting division (head of accounting) jointly declare that the financial statements carried in this Report are factual, accurate and complete. All directors attended the board meeting for reviewing this Report. Any forward - looking stateme nt such as those involving the future operational plans in this Report shall not be considered as virtual promises of the Company to investors. And investors are kindly reminded to pay attention to possible risks. The Company’s profit distribution preplan upon review and approval of this board meeting: Based on the total 185,391,680 shares, a cash dividend of RMB1 .0 (tax included) will be distributed for every 10 shares held by shareholders. No bonus shares will be granted and no capital reserve will be tur ned into share capital. This Report is prepared in both Chinese and English. Should there be any discrepancy between the two versions, the Chinese version shall prevail. Contents Section I. Important Statements, Contents & Terms ................................ ................................ ..... 2 Section II. Company Profile & Financial Highlights ................................ ................................ .... 5 Section III. Management Discussion & Analysis ................................ ................................ ....... 10 Section IV. Corporate Governance ................................ ................................ .............................. 30 Section V. Environmental & Social Responsibility ................................ ................................ .... 56 Section VI. Significant Events ................................ ................................ ................................ .... 5 7 Section VII. Change in Shares & Shareholders ................................ ................................ .......... 67 Section VIII. Preference Shares ................................ ................................ ................................ .. 73 Section IX. Bonds ................................ ................................ ................................ ....................... 73 Section X. Financial Report ................................ ................................ ................................ ........ 74 Documents Available for Reference 1 . The financial statements signed and sealed by the company principal and the head of the accounting work & the accounting division (head of accounting) of the Company ; 2. The original Auditor ’ s Report sealed by the CPA firm, as well as signed and sealed by the CPAs; and 3. The originals of all the Company’s documents and announcements which were disclosed on the website designated by the CSRC in the reporting period . Terms Term Refers to Content Xiamen Tsann Kuen, MCKB, Company, the Company, TKC Refers to Tsann Kuen (China) Enterprise Co., Ltd. Tsann Kuen Zhangzhou, TKL Refers to Tsann Kuen (Zhangzhou) Enterprise Co., Ltd. Tsann Kuen Shanghai, TKS Refers to Tsann Kuen China (Shanghai) Enterprise Co., Ltd. South Port Electronics, TKN Refers to Tsann Kuen (Zhangzhou) South Port Electronics Enterprise Co., Ltd. STD Refers to Shanghai Canxing Trading Co., Ltd. East Sino Development Refers to East Sino Development Limited SCI Refers to Pt.Star Comgistic Indonesia Orient Star Investments Refers to Orient Star Investments Limited TKEI Refers to Tsannkuen Edge Intelligence Co., Ltd. SCPDI Refers to Pt.Star Comgistic Property Development Indonesia TKW Refers to Xiamen Tsannkuen Property Services Co., Ltd. Yuan Refers to RMB Yuan Section II. Company Profile & Financial Highlights I. Basic information of the Company Stock name TKC - B Stock code 200512 Stock exchange Shenzhen Stock Exchange Company name in Chinese 厦门灿坤实业股份有限公司 Abbr. 闽灿坤 Company name in English TSANNKUEN(CHINA) ENTERPRISE CO., LTD. Abbr. TKC Legal representative Cai Yuansong Registered address No.88 Xinglong Road, Huli Industrial Park, Xiamen, Fujian Province, P.R. China Zip code 361006 Office address TSANN KUEN Industrial Park, Taiwanese Investment Zone, Zhangzhou, Fujian Province Zip code 363107 Internet website www.eupa. tw Email address [email protected] II. Contact us Board Secretary Securities Representative Name Sun Meimei Dong Yuanyuan Contact address TSANN KUEN Industrial Park, Taiwanese Investment Zone, Zhangzhou, Fujian Province TSANN KUEN Industrial Park, Taiwanese Investment Zone, Zhangzhou, Fujian Province Tel. 0596 - 6268161 0596 - 6268103 Fax 0596 - 6268104 0596 - 6268104 E - mail address [email protected] [email protected] III. About information disclosure and where this Report is placed S tock exchange website where this Report is disclosed Securities Times (domestic), Ta Kung Pao (HK) (overseas) M edia and website where this Report is disclosed www.cninfo.com.cn Where this Report is placed TSANN KUEN Industrial Park, Taiwanese Investment Zone, Zhangzhou, Fujian Province IV. Changes in the registered information Credibility code 91350200612002170L Changes of the main business since listing No changes Changes of the controlling shareholder No changes V. Other information The CPAs firm hired by the Company: Name RSM China Office address 901 - 22 to 901 - 26 , Tower 1 - Wai Jing Mao Building, 22 Fuchengmen Wai Street, Xicheng District, Beijing, China Signing accountants Chen Lianwu, Ren Xiaochao Sponsor engaged by the Company to conduct sustained supervision during the reporting period □ Applicable √ Inapplicable Financial consultant engaged by the Company to conduct sustained supervision during the reporting period □ Applicable √ Inapplicable VI. Accounting and financial highlights Does the Company adjust retrospectively or restate accounting data of previous years? □ Yes √ No 2021 2020 Increase/decrease of current year over last year (%) 2019 Operating revenue (RMB Yuan) 2,347,280,300.56 2,144,181,738.33 9.47 2,001,939,841.94 Net profit attributable to shareholders of the Company (RMB Yuan) 122,249,955.82 139,522,190.75 -12.38 105,233,212.02 Net profit attributable to shareholders of the Company before extraordinary gains and losses (RMB Yuan) 86,639,602.54 94,686,086.28 -8.50 57,267,985.97 Net cash flows from operating activities (RMB Yuan) 148,525,571.88 315,271,083.24 -52.89 143,620,287.98 Basic EPS (RMB Yuan/share) 0.66 0.75 -12.00 0.57 Diluted EPS (RMB Yuan/share) 0.66 0.75 -12.00 0.57 Weighted average ROE (%) 13.47 17.34 -3.87 15.07 As at 31 Dec. 20 21 As at 31 Dec. 20 20 Increase/decrease of current year - end than last year - end (%) As at 31 Dec. 201 9 Total assets (RMB Yuan) 2,785,902,354.47 2,408,046,446.78 15.69 1,956,448,835.98 Net assets attributable to shareholders of the Company (RMB Yuan) 956,326,734.42 864,030,127.11 10.68 748,738,791.34 Whether the lower of the net profit attributable to shareholders of the Company before and after extraordinary gains and losses was negative □ Yes √ No Total shares of the Company as at closure of the last trading day before the disclosure of this Report: Total shares of the Company as at closure of the last trading day before the disclosure of this Report (share) 185,391,680 Fully diluted EPS based on the latest total shares : D ividends paid to preference shareholders 0 I nterest paid for perpetual bonds (RMB Yuan) 0 Fully diluted EPS based on the latest total shares (RMB Yuan/share) 0 .66 VII. Differences between accounting data under domestic and overseas accounting standards 1. Differences of net profit and net assets disclosed in financial reports prepared under international and Chinese accounting standards □ Applicable √ Inapplicable 2. Differences of net profit and net assets disclosed in financial reports prepared under overseas and Chinese accounting standards □ Applicable √ Inapplicable 3. Explain reasons for the differences between accounting data under domestic and overseas accounting standards □ Applicable √ Inapplicable VIII. Financial highlights by quarter Unit: RMB Yuan Q1 Q2 Q3 Q4 Operating revenue 564,283,057.89 633,005,949.22 616,004,494.88 533,986,798.57 Net profit attributable to shareholders of the Company 27,743,333.09 32,674,355.03 38,636,129.90 23,196,137.80 Net profit attributable to shareholders of the Company before extraordinary gains and losses 22,135,773.73 25,898,206.87 31,634,146.77 6,971,475.17 Net cash flows from operating activities -54,477,772.75 -8,496,686.65 -53,553,230.01 265,053,261.29 Any material difference between the financial indicators above or their summations and those which have been disclosed in quarterly or semi - annual reports? □ Yes √ No IX. Extraordinary gains and losses √ Applicable □ Inapplicable Unit: RMB Yuan Item 2021 2020 2019 Note Gain/loss on the disposal of non - current assets (including the offset part of the asset impairment provisions) 2,101,750.59 195,318.03 63,688,086.21 Tax rebates, reductions or exemptions due to approval beyond authority or the lack of official approval documents Government grants recognized in the current period, except for those acquired in the ordinary course of business or continually gra nted at certain quotas or amounts according to the government’s policies and standards 4,786,030.51 6,241,497.95 26,259,614.81 Capital occupation charges on non - financial enterprises that are recorded into current gains and losses Gains due to that the investment costs for the Company to obtain subsidiaries, associates and joint ventures are lower than the enjoyable fair value of the identifiable net assets of the investees when making the investments Gain/loss on non - monetary asset swap Gain/loss on entrusting others with investments or asset management Asset impairment provisions due to acts of God such as natural disasters Gain/loss on debt restructuring Item 2021 2020 2019 Note Expenses on business reorganization, such as expenses on staff arrangements, integration, etc. Gain/loss on the part over the fair value due to transactions with distinctly unfair prices Current net gains and losses of subsidiaries acquired in business combination under the same control from period - begin to combination date Gain/loss on contingent events irrelevant to the Company’s normal business Gains and losses on change in fair value from tradable financial assets and tradable financial liabilities, as well as investment income from disposal of tradable financial assets and tradable financial liabilities and financial assets available for sales except for effective hedging related with normal businesses of th e Company 48,392,884.92 61,211,756.54 19,610,630.54 Mainly gains on forward forex contracts sold, gains on changes in fair value and income from investments in financial products Impairment provision reversal of accounts receivable on which the impairment test is carried out separately Gain/loss on entrustment loans Gain/loss on change of the fair value of investing real estate of which the subsequent measurement is carried out adopting the fair value method Effect on current gains/losses when a one - off adjustment is made to current gains/losses according to requirements of taxation, accounting and other relevant laws and regulations Custody fee income when entrusted with operation Non - operating income and expense other than the above 4,876,463.40 4,668,961.96 5,303,835.25 Other gain and loss items that meet the definition of an extraordinary gain/loss Less: Income tax effects 10,199,627.23 11,395,313.47 26,185,728.82 Minority interests effects (after tax) 14,347,148.91 16,086,116.54 40,711,211.94 Total 35,610,353.28 44,836,104.47 47,965,226.05 The Company had no o ther gain and loss items that meet the definition of an extraordinary gain/loss . T he Company did not classif y as a recurrent gain/loss item any extraordinary gain/loss item mentioned in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public — Extraordinary Gains and Losses . Section III. Management Discussion & Analysis I. Overview of the industry in which the Company operates in the reporting period T he COVID - 19 pandemic had a huge impact on the global economy during 2021, with rising prices of industrial raw materials , appreciation of the RMB , and the global shipping market seeing a bottleneck. I t brought both challenges and opportunities for companies. A long with the strong recovery of the Chinese economy and the control of the pandemic, the industry in which the Company operates was on a healthy track, with continued growth in export revenue. C urrently, the global pandemic and the world economy are still in a severe and complicated condition, which are slowing down the fast development in the home appliance industry. In response , the Company follows the corporate culture of research and development . Through constant close interaction with customers and innovation in R&D, it caters to customer needs from the development to the manufacturing of differentiated p roducts so as to create new market demand and compete in the industry. II. Main business during the reporting period D eveloping, manufacturing household appliances, electronics, light industrial products, modern office supplies. Design and manufacture of molds associated with these products in domestic and international sales of the company's products and after - sales serv ice. Wholesale and retail household appliances, electronic products, electrical equipment, office supplies, kitchen utensils, pre - packaged food (limited to branches), import and export related business and provide after - sales service (the above description do not involve state trading commodity goods, involving quota license management products are according to the relevant provisions of the State for the regulations application). No material changes occurred to the business model of the Company in the repo rting period. III. Core competitiveness analysis No material change occurred to the core competitiveness of the Company during the reporting period. Following the corporate culture of research and development, the Company has a diversified R&D service sy stem and provides a well - established customer service and management platform, which are well - received among major brand customers across the globe. Through constant close interaction with customers and innovation in R&D, it caters to customer needs from t he development to the manufacturing of differentiated products. T he Company has been adhering to the two development paths of innovative R&D and technological application, as well as to the dual circulation strategy of focusing on key customers in the ove rseas market and branding in the domestic market. Focusing on smart control, smart household appliances, the application of IoT, etc. in product development , the Company supplies smart, quality products with high added value to create new market demand and compete in the industry. In the reporting period, the Company obtained 49 patents in R&D, including 17 invention patents, 25 utility model patents and 7 design patent s . These patents can help better protect the Company ’ s intellectual property rights, giv e play to its competitive edge in independent property rights, keep a leading position in technology and increase its core competitiveness. IV. Main business analysis 1. Overview For the reporting period, we achieved operating revenue of RMB2,347 million , up 9.47% year - on - year; a profit before tax of RMB 184 million, down 12.53% year - on - year; a net profit attributable to shareholders of the Company of RMB 122 million, down 12.38% year - on - year; and basic earnings per share of RMB0. 66 , RMB0.09 lower than that of last year. T he changes in the aforesaid indicators are primarily attributed to increases in new products and export orders, rising prices of raw materials, appreciation of the RMB . T he Company reshaped the supply chain, and maximized earnings on new products; negotiated with customers about product prices; improved the workshop environment to retain workers, refined production processes, and increased production efficiency, with an aim to offset adverse external factors. 2. Revenues and costs (1) Breakdown of operating revenues Unit: RMB Yuan Item 2021 2020 +/ - % Amount In total operating revenues (%) Amount In total operating revenues (%) By segments Small home appliance manufacturing 2,267,468,882.08 96.60 2,066,576,833.78 96.38 9.72 Other services 79,811,418.48 3.40 77,604,904.55 3.62 2.84 Total 2,347,280,300.56 100.00 2,144,181,738.33 100.00 9.47 By products Cooking utensils 1,593,009,945.48 67.87 1,470,116,469.53 68.57 8.36 Everyday home appliances 453,992,911.28 19.34 397,954,437.24 18.56 14.08 Tea and coffee makers 207,555,003.70 8.84 184,473,267.41 8.60 12.51 Other products 12,911,021.62 0.55 14,032,659.60 0.65 -7.99 Other services 79,811,418.48 3.40 77,604,904.55 3.62 2.84 Total 2,347,280,300.56 100.00 2,144,181,738.33 100.00 9.47 By areas Australia 72,781,067.49 3.11 75,243,660.83 3.51 -3.27 Africa 17,004,158.12 0.72 14,907,902.56 0.70 14.06 America 1,212,559,936.12 51.66 1,118,127,377.12 52.15 8.45 Europe 535,993,134.94 22.83 440,214,124.77 20.53 21.76 Asia 508,942,003.89 21.68 495,688,673.05 23.11 2.67 Total 2,347,280,300.56 100.00 2,144,181,738.33 100.00 9.47 (2) Segments, products or areas contributing over 10% of operating revenues or profit √ Applicable □ Inapplicable Unit: RMB Yuan Item Operating revenue Cost of sales Gross profit margin (%) Operating revenue: +/ - % from last year Cost of sales: +/ - % from last year Gross profit margin: +/ - % from last year By segments Small home appliance manufacturing 2,267,468,882.08 1,989,093,799.41 12.28 9.72 15.45 -4.35 Other services 79,811,418.48 26,336,497.02 67.00 2.84 -22.36 10.71 Total 2,347,280,300.56 2,015,430,296.43 14.14 9.47 14.72 -3.93 By products Cooking utensils 1,593,009,945.48 1,387,183,234.62 12.92 8.36 12.36 -3.10 Everyday home appliances 453,992,911.28 412,983,229.49 9.03 14.08 23.14 -6.69 Tea and Coffee makers 207,555,003.70 181,085,113.39 12.75 12.51 22.99 -7.44 Other products 12,911,021.62 7,842,221.91 39.26 -7.99 40.30 -20.91 Other services 79,811,418.48 26,336,497.02 67.00 2.84 -22.36 10.71 Total 2,347,280,300.56 2,015,430,296.43 14.14 9.47 14.72 -3.93 By areas Australia 72,781,067.49 62,180,251.00 14.57 -3.27 3.89 -5.89 Africa 17,004,158.12 14,500,206.92 14.73 14.06 22.22 -5.69 America 1,212,559,936.12 1,062,954,014.22 12.34 8.45 13.80 -4.12 Europe 535,993,134.94 472,001,850.88 11.94 21.76 30.98 -6.20 Asia 508,942,003.89 403,793,973.41 20.66 2.67 3.38 -0.54 Total 2,347,280,300.56 2,015,430,296.43 14.14 9.47 14.72 -3.93 (3) Are the Company.s goods selling revenue higher than the service revenue? √ Yes □ No S egment Item Unit 2021 2020 YoY +/ - % Small home appliance manufacturing Sales volume Unit 28,765,567 23,975,250 19.98 Output Unit 27,666,083 23,998,870 15.28 Reasons for any over - 30% YoY movement of the data above: □ Applicable √ Inapplicable (4) Execution of signed significant sales contracts of the Company up to the reporting period □ Applicable √ Inapplicable (5) Breakdown of cost of sales B y segments and products Unit: RMB Yuan S egment Item 2021 2020 YoY +/ - % Amount In total cost of sales (%) Amount In total cost of sales (%) Small home appliance manufacturing Raw materials 1,426,141,784.42 70.76 1,232,491,340.23 70.16 15.71 Third-party processing 258,607,931.55 12.83 212,187,651.37 12.08 21.88 Labor cost 147,780,952.25 7.33 129,928,536.96 7.40 13.74 Manufacturing expenses 79,140,555.95 3.93 88,204,468.63 5.02 -10.28 Transportation cost 32,107,163.64 1.59 - - 100.00 Other 45,315,411.61 2.25 60,018,972.61 3.41 -24.50 Other Other 26,336,497.02 1.31 33,919,348.10 1.93 -22.36 Total 2,015,430,296.43 100.00 1,756,750,317.90 100.00 14.72 (6) Whether there were changes of the consolidation scope during the reporting period □ Yes √ No (7) List of the significant changes or adjustment of the industries, products or services of the Company during the reporting period □ Applicable √ Inapplicab le (8) List of the major trade debtors and major suppliers List of the major trade debtors of the Company Total sales of the top 5 customers (RMB Yuan) 1,505,668,485.38 Ratio of the total sales of the top 5 customers to the annual total sales (%) 66.40% Ratio of the total sales of related parties among the top 5 customers to the annual total sales (%) - Information of the top 5 customers of the Company Serial No. Name of customer Sales amount (RMB Yuan) Proportion in annual total sales (%) 1 1 405,517,994.03 17.88% 2 2 397,697,949.43 17.54% 3 3 285,825,683.36 12.60% 4 4 238,879,241.87 10.54% 5 5 177,747,616.69 7.84% Total 1,505,668,485.38 66.40% Notes of the other situation of the major customers □ Applicable √ Inapplicable List of the major suppliers of the Company Total purchase from the top 5 suppliers (RMB Yuan) 336,290,802.57 Ratio of the total purchase from the top 5 suppliers to the annual total purchase (%) 20.09% Ratio of the total purchase from related parties among the top 5 suppliers to the annual total purchase (%) 2.49% Information of the top 5 suppliers of the Company No. Name of supplier Purchase amount (RMB Yuan) Ratio to the annual purchase amount (%) 1 1 145,947,111.31 8.72% 2 2 54,464,458.27 3.25% 3 3 48,664,674.00 2.91% 4 4 45,600,814.86 2.72% 5 5 41,613,744.13 2.49% Total 336,290,802.57 20.09% Notes of the other situation of the major suppliers □ Applicable √ Inapplicable 3. Expenses Unit: RMB Yuan Item 2021 2020 YoY +/ - (%) Notes of the significant changes Selling expenses 21,045,003.77 55,857,793.41 -62.32 According to the new regulation unveiled in December 2021 under the Accounting Standard No. 14 for Business Enterprises—Revenue, transportation cost shall be included in cost of sales. Therefore, the Company reclassified transportation cost from selling expenses to cost of sales in the current period, resulting in a drop in selling expenses. Administrative expenses 73,921,676.82 82,381,345.47 -10.27 Finan ce costs 30,632,346.78 27,512,741.83 11.34 R&D expenses 64,037,360.74 61,944,782.42 3.38 4. R&D investment √ Applicable □ Inapplicable R&D personnel of the Company 2021 2020 +/ - (%) Number of the R&D personnel (person) 372 337 10.39 Ratio to the R&D personnel (%) 10.39% 7.31% 3.08 Educational background of the R&D personnel Doctor - - Master 7 9 -22.22 Bachelor 78 77 1.30 College graduates 117 102 14.71 Below college 170 149 14.09 Age structure of the R&D personnel Below 30 110 112 -1.79 30~40 145 134 8.21 Above 40 117 91 28.57 R&D investment of the Company 2021 2020 +/ - (%) Investment amount of the R&D (RMB Yuan) 64,037,360.74 61,944,782.42 3.38 Ratio of the R& D investment to the operating revenue (%) 2.73% 2.89% -0.16 Amount of the capitalized R&D investment (RMB Yuan) - - - Ratio of the capitalized R&D investment to the R&D investment - - - R eason for any significant change in the R& D personnel structure, as well as the impact: □ Applicable √ Inapplicable Reason of remarkable changes over the last year of the ratio of the total R&D investment amount to the operating revenue □ Applicable √ Inapplicable 5. Cash flow Unit: RMB Yuan Item 2021 2020 +/ - (%) Subtotal of cash inflows from operating activities 2,710,559,994.89 2,141,042,251.53 26.60 Subtotal of Cash outflows for operating activities 2,562,034,423.01 1,825,771,168.29 40.33 Net cash flows from operating activities 148,525,571.88 315,271,083.24 -52.89 Subtotal of cash inflows from investing activities 1,134,254,708.37 856,688,665.62 32.40 Subtotal of cash outflows from investing activities 1,095,898,953.14 1,072,088,051.44 2.22 Net cash flows from investing activities 38,355,755.23 -215,399,385.82 -117.81 Subtotal of cash inflows from financing activities 160,367,803.06 97,907,340.00 63.80 Subtotal of cash outflows from financing activities 247,309,107.89 160,602,021.04 53.99 Net cash flows from financing activities -86,941,304.83 -62,694,681.04 38.67 Net increase of cash and cash equivalents 98,049,966.90 33,178,004.70 195.53 Notes of the major effects on the YoY significant changes occurred of the data above √ Applicable □ Inapplicable Net cash flows from operating activities : The straight sale of the receivables from two customers, an increase in cash received from sale of goods, the postponement of the payment to supplier from Q4 2020 to the current period, an d an increase in cash payments for goods purchased resulted in an increase in net cash outflow in the current period. Net cash flows from investing activities : An increase of RMB520 million in the recovery of investment in financial products upon maturity , and an increase of RMB250 million in term deposit investments resulted in an increase in net cash inflow in the current period. Net cash flows from financing activities : Increases in dividend payments and repayment of due short - term borrowings resulted in an increase in net cash outflow in the current period. Reason for any big difference between the net operating cash flow and the net profit for the reporting period □ Applicable √ Inapplicable V. Analysis of the non-core business √ Applicable □ Inapplicable Unit: RMB Yuan Amount Ratio to the total profits amount (%) Notes of the causes Recurring or not （未完）  |