[年报]中 鲁Ｂ(200992):2021年年度报告（英文版）
原标题:中 鲁Ｂ:2021年年度报告（英文版） Shandong Zhonglu Oceanic Fisheries Company Limited Annual Report 2021 April 2022 Section I. Important Notice, Contents and Interpretation Board of Directors, Board of Supervisory, all directors, supervisors and senior executives of Shandong Zhonglu Oceanic Fisheries Company Limited (hereinafter referred to as the Company) hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. Lu Lianxing, Principal of the Company, Fu Chuanhai, person in charge of accounting works and Lei Lixin, person in charge of accounting organ (accounting principal) hereby confirm that the Financial Report of 2021 Annual Report is authentic, accurate and complete. All directors are attended the Board Meeting for report deliberation. The forward-looking statement set out in the annual report relating to the future plan of the Company does not constitute the material commitment of the Company for its investors. Therefore, investors and related stakeholders shall hold sufficient awareness of the risks and should understand the difference between plan, expectation and commitment. Certain risks that may exist in the Company’s business operation and countermeasures adopted by the Company are disclosed in “XI. Outlook of future development” in the Section III. “Management Discussion and Analysis”, which shall be brought to attention of investors. This report has been prepared in Chinese and English version respectively. In the event of difference in interpretation between the two versions, Chinese report shall prevail. The Company has no plans of cash dividend distributed, no bonus shares and has no share converted from capital reserve either Contents Section I Important Notice, Contents and Interpretation .............................................................. 2 Section II Company Profile and Main Financial Indexes ............................................................ 7 Section IIIManagement Discussion and Analysis ......................................................................... 13 Section IV Corporate Governance. ................................................................................................ 34 Section V Enviornmental and Social Responsibility ..................................................................... 53 Section VI Important Events……………………………………………………...........................54 Section VII Changes in shares and particular about shareholders……………………………..67 Section VIII Preferred Stock ......................................................................................................... 74 Section IX Corporate Bonds ........................................................................................................... 75 Section X Financial Report ............................................................................................................. 76 Documents Available for Reference (1)The financial statement of the Company with signature and seal from the person in charge of the Company, person in charge of the accounting works and person in charge of accounting; (2) Original audit report with seal of the accounting firms and signature and seal of the CPA; (3) Original copies of all documents and announcements that have been released publicly during the reporting period; (4)Text of Annual Report 2021 with the signature of the legal person Interpretation
I. Company information
CPA engaged by the Company
Financial consultant engaged by the Company for performing continuous supervision duties in reporting period □ Applicable √ Not applicable VI. Main accounting data and financial indexes correction or not □Yes √ No
audit report of last year shows that the ability to continue operating is uncertain □Yes √No The lower one of net profit before and after deducting the non-recurring gains/losses is negative □Yes √No VII. Difference of the accounting data under accounting rules in and out of China 1. Difference of the net profit and net assets disclosed in financial report, under both IAS (International Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles) □ Applicable √ Not applicable The Company had no difference of the net profit or net assets disclosed in financial report, under either IAS (International Accounting Standards) or Chinese GAAP (Generally Accepted Accounting Principles) in the period. 2. Difference of the net profit and net assets disclosed in financial report, under both foreign accounting rules and Chinese GAAP (Generally Accepted Accounting Principles) □ Applicable √ Not applicable The Company had no difference of the net profit or net assets disclosed in financial report, under either foreign accounting rules or Chinese GAAP (Generally Accepted Accounting Principles) in the period. VIII. Quarterly main financial index Unit: RMB/CNY
index disclosed in the company’s quarterly report and semi-annual report □Yes √ No IX. Items and amounts of extraordinary profit (gains)/loss √Applicable □Not applicable Unit: RMB/CNY
□Applicable √Not applicable The Company does not have other items of profits(gains)/losses that qualified the definition of non-recurring profit(gain)/loss Information on the definition of non-recurring profit(gain)/loss that listed in the Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary (non-recurring) Profit(gain)/loss as the recurring profit(gain)/loss □Applicable √Not applicable The Company does not have any non-recurring profit(gain)/loss listed under the Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary (non-recurring) Profit(gain)/loss defined as recurring profit(gain)/loss Section III. Management Discussion and Analysis I. Industry of the Company during the reporting period Industry situation of the company: according to the data of China Ocean Fisheries Association, in 2020, there were 180 legitimate ocean-going fishery enterprises in China, and the operating waters involved the exclusive economic zone waters of more than 40 countries, the high seas of the three oceans and the Antarctic waters. The scale of the ocean-going fishery industry enters the forefront of the world, the industrial structure is increasingly optimized, the equipment level is significantly improved, the scientific and technological support is significantly enhanced, the management system is improved day by day, and the ocean fishery is developing in the direction of transformation and upgrading, and standardized management. However, the scientific and technological support and the comprehensive development and utilization capabilities of resources are still low, and there is still a big gap compared with the world-class fishery enterprises. At the same time, negative factors such as the rapid increase in the cost of domestic human resources and the shortage of employees, especially crew members, are expected to plague the development of the ocean fishing industry for a long time. Enterprises need to continuously increase investment in science and technology, accelerate transformation and upgrading, enhance core competitiveness, and actively respond to the rapidly changing industry development situation. After more than 20 years of development, the domestic tuna market sold over 10,000 tons in 2019. In addition to the rapid growth of large coastal cities such as Shanghai, Beijing, Guangzhou, and Fujian, the consumption potential of the inland market has also been activated simultaneously, forming a large-scale trend. The Blue Book of China’s Marine Economy (2021) compiled by Ocean University of China not only summarizes the past achievements of China’s marine economic development, but also analyzes and looks th forward to the new development in the 14 Five-Year Plan period. In particular, the Blue Book mentions that under the background of the overall stability of the macro economy, the continuous optimization of the policy environment, the rich reserves of marine resources, and the significant improvement of the scientific and technological environment, it is clear that the marine economy will continue its recovery growth. It is foreseeable that the development of the marine economy in the future will unswervingly implement the new development concept, take technological innovation as the main means, and develop towards the high-end, clustering, internationalization, informatization and intelligence of the marine industry, which also injects a booster for the sustainable development of the tuna domestic market. For Zhonglu Oceanic, which has been focusing on the marine economy and adhering to the sustainable development strategy, the future development is bound to be stronger and more powerful with the help and empowerment of macro policies. II. Main businesses of the company during the reporting period During the reporting period, the company’s main business didn’t make any change. Ocean fishing has still been the main line while refrigerated transport and refrigeration processing trade were the two wings, and they supported each other and promoted each other, the industrial chain was relatively complete. 1. Pelagic fishing During the reporting period, the Company has owned a total of 23 vessels for ocean-going fishing, including 7 large-scale tuna seiners (units), 14 large ultra-low temperature tuna longliners, and 2 medium-sized trawlers, which have been respectively working in Indian Ocean and the Atlantic area. ①In terms of longline fishing, the main operating area was in the Indian Ocean. In the first half of the and the output declined, especially, the yellow fin tuna species declined significantly. Though 14 work-boats tried various means, including decentralized operations, temperature analysis of fishing grounds, etc., there was still no major breakthrough in fishing output. ② In terms of purse seine fishing, the main operating area was in the Atlantic Ocean. The fishing off season in this period was longer than last year. In addition, due to the pandemic and others, the dock repair and demurrage time was longer, which affected the operating time to a certain extent. ③The work-boat of Ghana trawling project was in aging condition, the output decreased, and the operating income decreased accordingly. 2. Refrigerated transport During the reporting period, the refrigerated transport ship of the Company is engaged in the international operation and services, and has access to major ports around the world, suitable for ocean transportation of aquatic products, meat, poultry, vegetables and fruits. Multiple measures are taken in order to complete the economic indicators for the whole year: ①Continuously improved the company’s SMS system work and strengthened the standardized management of enterprises; ②Kept a foothold on the Asia-Pacific special refrigerated freight market, strive to increase the market share, strictly controlled the cost, strengthened the ship equipment maintenance, ensured the sailing rate; ③ Paid close attention to exchange rate trends and settled exchanges in a timely manner to reducing the exchange rate risks; ④In the face of various unfavorable situations caused by the impact of the epidemic, the company strengthened epidemic prevention and control measures and work guidance, strengthened ship communication and crew conciliation, ensured the personal safety and health on ships and shores, guaranteed safe production, and promoted high-quality development of enterprises. 3. Refrigerated processing& trade During the reporting period, affected by the epidemic, refrigerated processing and trading business of the Company are mainly focused on inventory controlling and stabilizing market shares. There are more than 20 tuna species processed in the segment, such as halibut, yellow fin, blue fin, albacore, sword flag, red flag and black flag. The product forms included tuna slices, cubes, slabs and milk-grade cheese and so on. Products are mainly exported, mainly to Japan, the United States, Russia, the EU, South Korea, Israel and other countries. The Company has got HACCP registration, EU certification, BRC certification, MSC certification, and SEDEX certification. We has established a multi-integrated sales network integrating micro-business + e-commerce + supermarkets + sub-warehouses in domestic markets. And committed to providing deep-sea, ocean-going, healthy and safe tuna delicacies for fellow countrymen. The domestic market is expanding year by year, and the sales in coastal cities have been increasing by more than 10% annually. Business model: The company adopts a centralized diversified business model. Market status: One of the five major ocean-going fishery companies in China, the vice president unit of China Oversea Fisheries Association, the president unit of Qingdao Oversea Fisheries Association. III. Core competitiveness analysis The Company is an outgoing comprehensive oceanic fishery enterprise, established in July 1999 with the approval from People’s Government of Shandong province. We have completed industry chain and we are the leading enterprise of oceanic fishery for the Shandong Province. As a comprehensive fishery enterprise, the company's core competitiveness is mainly reflected in the following aspects: ① over the 20-year development, the Company is the comprehensive fishery enterprise integrating pelagic fishing, refrigerated transport, and refrigeration and processing and trading of aquatic products, its main business involves all key links of industry chain, and the businesses among all operating entities are highly related, possess the conditions for overall collaborative operation, and provides guarantee for strengthening and extending the industrial chain strategy; ② as one of the enterprises engaged in deep-sea fishing business at the earliest in China, the company starts the production and operation early with high starting point, and high-quality talents and assets. After many years of professional management, the company has accumulated a large number of professional talents covering all fields of deep-sea fishing. ③distant fishery of the Company is the parts of “going out” strategy and maritime strategy of the country, and also it is the part of Blue Economic Zone Plans in Shandong Province. The distant fishery still has a development opportunity in way of depth adjustment; three are 14 ultra-low temperature tuna vessels in the Indian Ocean engaged in tuna longline production, which is one of the Company’s main business that made a greater contribution to the company’s completion of the business plan; the Atlantic tuna seine project has been on the right track after four years of exploration and practice, under the strict protection of the WCPFC in the Central and Western Pacific and the ICCAT organization in the Atlantic, the company’s tuna seine business can develop steadily; ④ Refrigerated transportation is an important part of the company’s main business, the existing refrigerated transport fleet is at the forefront of the Southeast Asia transportation market in terms of the number of vessels, gross tonnage and profitability; ⑤With the country’s earliest and largest ultra-low temperature cold storage and raw food processing plant, China’s Tuna Trading Center and the newly-built tuna electronic trading platform system have strengthened the company’s advantages in tuna processing and trading capabilities, the 30,000-ton ultra-low temperature & variable temperature cold storage in Zhonglu Refrigerated Logistics Center was partially renovated for ultra-low temperature, increasing the capacity of ultra-low temperature storage with remarkable effect; ⑥The Company’s pelagic fishing production area is in the Atlantic Ocean and the Indian Ocean, our refrigerated transport has reached most of the world’s major ports, and the import and export trade spread all over the world. With the implementation of the “One Belt and One Road” strategy, countries along the road strengthen the bilateral mutual trust and have closer cooperation. With a series of development planning issued by the country and governments at all levels, our company faces new development opportunities. The Company will make good use of these strategic resources, creating innovative, keeping forge ahead and moving forward, and participated in the construction of new-aged energy transform actively, accelerate the strategic transformation, and vigorously implement the industrial chain extension projects to upgrade the influence and competitive power in deep-sea fishing market in and out of China. IV. Main business analysis 1.Overview Please refer to the “II. Main businesses of the company during the reporting period” under “Section III. Management Discussion and Analysis”. 2. Income and cost (1) Constitute of operating income Unit: RMB/CNY
revenue or operation profit √Applicable □ Not applicable Unit: RMB/CNY
one year’s scope of period-end □ Applicable √ Not applicable (3) Whether income from physical sales larger than income from labors or not √ Yes □ No
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