[年报]南 玻Ｂ(200012):2021年年度报告（英文版）
原标题:南 玻Ｂ:2021年年度报告（英文版） Chairman of the Board: CHEN LIN April 2022 Section I. Important Notice, Content and Paraphrase Board of Directors and the Supervisory Committee of CSG Holding Co., Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take individual and joint legal responsibilities for the facticity, accuracy and completeness of the whole contents. Ms. Chen Lin, Chairman of the Board, Mr. Wang Jian, responsible person in charge of accounting and Ms. Wang Wenxin, principal of the financial department (accounting officer) confirm that the Financial Report enclosed in this Annual Report 2021 is true, accurate and complete. All directors were present at the meeting of the Board for deliberating the annual report of the Company in person. The future plans, development strategies and other forward-looking statements mentioned in this report do not constitute a material commitment of the Company to investors. Investors and relevant parties should pay attention to investment risks, and understand the differences between plans, forecasts and commitments. The Company has described the risk factors and countermeasures of the Company's future development in detail in this report. Please refer to Section III. Management Discussion and Analysis. The Company shall comply with the disclosure requirements of "Shenzhen Stock Exchange Industry Information Disclosure Guidelines No. 13 - Listed Companies Engaged in Non-Metal Building Materials Related Business". The deliberated and approved plan of profit distribution in the Board Meeting is distributing cash dividend of RMB 2 yuan (tax included) for every 10 shares to all shareholders based on 3,070,692,107 shares of the total current share capital. The actual amount of the cash dividend distributed will be determined according to the total share capital on the registration date of the Company's implementation of the profit distribution plan. This report is prepared both in Chinese and English. Should there be any inconsistency between the Chinese and English versions, the Chinese version shall prevail. Content Section I. Important Notice, Content and Paraphrase .................................................................................. - 1 - Section II. Company Profile& Financial Highlights ......................................................................................... - 5 - Section III. Management Discussion and Analysis ......................................................................................... - 9 - Section IV. Corporate Governance ............................................................................................................. - 43 - Section V. Environment and social responsibility ....................................................................................... - 60 - Section VI. Important Events ....................................................................................................................... - 64 - Section VII. Changes in Shares and Particulars about Shareholders ........................................................... - 75 - Section VIII. Preferred shares ...................................................................................................................... - 81 - Section IX. Bonds ......................................................................................................................................... - 82 - Section X. Financial Report .......................................................................................................................... - 86 - Documents Available for Reference I. Text of the financial report carrying the signatures and seals of the legal representative, responsible person in charge of accounting and person in charge of financial institution; II. Original of the Auditors’ Report carrying the seal of accounting firm and the signatures and seals of the certified public accountants; III. All texts of the Company’s documents and original public notices disclosed in the website and papers appointed by CSRC in the report period. Paraphrase
Section II. Company Profile& Financial Highlights I. Company information
□ Applicable √ Not applicable Financial consultant engaged by the Company for performing continuous supervision duties in the report period □ Applicable √ Not applicable VI. Main accounting data and financial indexes Whether it has retroactive adjustment or re-statement on previous accounting data □Yes √No
fiscal years is negative, and the auditor's report of the previous year shows that the Company’s going concern ability is uncertain □ Yes √ No The lower of the net profit before and after the deduction of the non-recurring gains and losses is negative □ Yes √ No VII. Accounting Data Differences under Chinese Accounting Standards (CAS) and International Financial Reporting Standards (IFRS) and Foreign Accounting Standards 1. Net Income and Equity Differences under CAS and IFRS □ Applicable √ Not applicable No such differences for the Report Period. 2. Net Income and Equity Differences under CAS and Foreign Accounting Standards □ Applicable √ Not applicable No such differences for the Report Period. VIII. Main financial indexes by quarter Unit: RMB
financial index disclosed in the Company’s quarterly report and semi-annual report or not □Yes √ No IX. Items and amounts of non-recurring gains and losses √Applicable □ Not applicable Unit: RMB
□ Applicable √ Not applicable It did not exist that other profit and loss items met the definition of non-recurring gains and losses. Explanation of the non-recurring gains and losses listed in the Explanatory Announcement No.1 on Information Disclosure for Companies Offering their Securities to the Public - Non-recurring Gains and Losses as recurring gains and losses □ Applicable √ Not applicable It did not exist that non-recurring profit and loss items listed in the "Explanatory Announcement No. 1 on Information Disclosure of Companies Offering Securities to the Public - Non-recurring Profit and Loss" were defined as recurring profit and loss items in the report period. Section III. Management Discussion and Analysis I. Particulars about the industry the Company engages in during the report period Flat glass industry In the float glass industry, under the background of national supply-side reform and other policies in recent years, the management of capacity replacement has been strictly implemented, outdated production capacity and zombie production capacity have been gradually eliminated, and the overcapacity status of the industry has been effectively improved. According to the statistics of third-party industry information institutions, by the end of 2021, there were 264 float glass production lines in production in China, with a total daily melting capacity of about 175,000 tons. With the implementation of the "Implementation Measures for Capacity Replacement in the Cement Glass Industry" on August 1, 2021, the production capacity of float glass will continue to be controlled, the market supply and demand will be in a relatively balanced state, and the cyclical characteristics of the industry will be weakened. The traditional application direction of float glass is mainly building materials, and its market demand change is positively related to infrastructure investment and the prosperity of the real estate industry. At the same time, with the continuous improvement of the proportion of green buildings, building safety requirements and the improvement of social consumption level in recent years, the market demand of float glass has also undergone structural changes: according to the national guidelines such as the "Action Plan for Carbon Peaking Before 2030" and the "Comprehensive Work Plan for Energy Conservation and Emission Reduction in the 14th Five-Year Plan", by 2025, 100% of new urban buildings are required to meet the green building standards (approximately50% in 2020).Due to the significant contribution of energy-saving glass to energy saving in the process of building use, it can be expected that the deep processing rate of flat glass in the building materials field will further increase during the "14th Five-Year Plan" period, which will drive the structural demand for deep- processing high-end float products to increase. With the continuous improvement of people's living standards, the demand for work and life improvement such as automobiles, home furnishing, and intelligence has grown rapidly, driving the rapid increase in the demand for high-quality float glass in related application scenarios. The above-mentioned continuous increase in demand for high-quality glass is beneficial to leading companies in the high-end market in the industry. Photovoltaic glass products are mainly ultra-white rolled glass, which is an indispensable packaging material for photovoltaic modules due to its high weather resistance, high transmittance and high strength after processing. In recent years, the photovoltaic glass industry as a whole has developed rapidly with the development of technology and scale of photovoltaic new energy industry. Photovoltaic power generation is one of the main forms of renewable energy. With the continuous decline of photovoltaic power generation costs, it has achieved "grid parity". Photovoltaic new energy has become the first choice for the development of renewable energy in countries around the world due to its wide adaptability and low cost. It is expected that in the future market development will maintain a state of rapid growth. According to the forecast of the China Photovoltaic Industry Association, the global photovoltaic installed capacity will exceed 300GW in 2025, with a compound annual growth rate of more than 20%. The continuous and rapid growth of photovoltaic installed capacity and the increase in the penetration rate of dual-glass modules and large-scale modules will continue to drive the growth in demand for photovoltaic glass. The rapid growth of new photovoltaic energy has stimulated the development of the photovoltaic glass industry. According to the industry investment in recent years, the investment of new photovoltaic glass production capacity in 2021 and 2022 is relatively concentrated. According to the statistics of third-party industry information institutions, by the end of 2021, there were 67 photovoltaic glass kilns in production in China, with a total daily melting capacity of more than 40,000 tons, an increase of nearly 40% year-on-year. The domestic photovoltaic glass output exceeded 10 million tons for the first time in 2021.The "Implementation Measures for Capacity Replacement in the Cement Glass Industry" clarifies that "the capacity replacement measure is not applied in the photovoltaic rolled glass project". In the future, the new capacity of photovoltaic glass will be adjusted and controlled through the overall control of local energy consumption and the conclusion of feasibility seminar by industry experts to demonstrate. According to the capacity construction plan disclosed by enterprises in the industry, it is expected that the new production capacity of photovoltaic glass will maintain a relatively high growth rate in 2022. In addition, environmental protection is the lifeline for the survival and development of flat glass companies, and it is a concentrated expression of corporate social responsibility in high-energy-consuming industries. As early as more than ten years ago, CSG took the lead in realizing the use of clean energy natural gas in all melting furnace production lines. Compared with other fuels, its combustion calorific value is stable, its carbon emission is relatively low, it is purer, and it does not contain sulphur and other hazardous substances. Using natural gas as heat source for production is more environmentally friendly and helps to improve product quality. At the same time, CSG takes the lead in the industry to realize comprehensive utilization of energy by means of waste heat power generation and distributed photovoltaic power generation. Through comprehensive exhaust gas treatment such as desulfurization, denitrification and dust removal, it achieves ultra-low emission, which is far lower than the national standard pollutant emission permission value. A number of the Group's flat glass subsidiaries have reached the industry energy efficiency benchmark level. In 2021, the Ministry of Industry and Information Technology popularized the practice of Wujiang CSG as the "Energy Efficiency Leader" to the whole flat glass industry. In the era of carbon peaking and carbon neutrality, energy saving and emission reduction, relatively low energy consumption and high energy efficiency will bring higher competitiveness and greater living space to enterprises. Architectural glass industry The architectural glass business is to further process the original float glass sheet to manufacture energy-saving building glass products with both safety and aesthetic effects in order to improve the energy-saving and safety performance of buildings, as well as the visual aesthetic effects. Building energy-saving glass has made a significant contribution to energy saving in the process of building use. The penetration rate in developed countries in Europe and the United States has already exceeded 80%, but the overall penetration rate in China is still low. The total number of buildings in China is huge and continues to grow every year. In order to cope with the pressure of global warming, to achieve the goals of "Carbon Peaking in 2030 and Carbon Neutrality in 2060", and to reduce building energy consumption and carbon emissions, it is imperative to reduce the energy consumption and carbon emissions of buildings, to vigorously develop green buildings, and to carry out energy-saving renovation of existing buildings. According to the "Action Plan for Promoting the Establishment of Green Buildings" issued by the Ministry of Housing and Urban-Rural Development and the Ministry of Industry and Information Technology, as well as the national "Action Plan for Carbon Peaking Before 2030", "Comprehensive Work Plan for Energy Conservation and Emission Reduction during the 14th Five-Year Plan" and other guidance documents, 70% of the newly-built urban building should reach green building standards in 2022, and 100% reach the standard in 2025 (about 50% in 2020). It is expected that the architectural glass business will gain significant development opportunities during the "14th Five-Year Plan" period. In addition, with the gradual improvement of domestic social consumption level in recent years, building energy conservation, safety standards and quality requirements have been continuously improved. In practice, the bad practice of winning the bid by the lowest price for construction projects has been initially reversed, and the quality and influence of "Made in China" have been increasingly recognized around the world, which will bring broader development space to advantageous enterprises that attach importance to product quality and technological innovation, as well as stable industrial chain and supply chain. Electronic glass and display industry Electronic glass Electronic glass, with its unique performance advantages such as high transmittance, high strength in ultra-thin state, reliable and stable weather resistance, and processing convenience, is an indispensable material for cover glass and touch control plate of intelligent display interactive application terminals such as smartphones, tablets, and computers. And it is developing rapidly with the intelligent interactive display industry. With the popularization of information and communication technologies such as 5G and the development of the mobile Internet, the production and lifestyle of human society are gradually developing into a new form of high integration of people, machines, things, and information, in which everything is interconnected, driving the demand for intelligent equipment to increase rapidly and significantly .In recent years, in addition to the rapid popularization of mobile Internet terminals such as smartphones, tablets, and computers, the vigorous development of smart homes, smart cars, smart factories, smart business displays, advanced education, medical care, conferences, self-service and other industries has brought about the incremental demand for human-computer interaction equipment, which provides a broader market prospect and market space for the electronic glass industry, and also provides a market opportunity for leapfrogging development to upstream material manufacturers with leading technological innovation capability and benign operation. Display CSG has become a brand supplier of electronic application materials in the display touch industry, which can provide customers with all-round one-stop touch screen material solutions. In the future, the Company will continue to optimize the layout in the vehicle field, to further build the high-end manufacturing industry chain of vehicle touch display, aiming at becoming a high-quality component supplier in the field of automotive electronics. With the continuous deepening of the trend of vehicle electrification, intelligence and interconnection, it will promote the iterative upgrade of traditional displays and entertainment systems, and the demand for vehicle displays will be strong. According to statistics from relevant market research institutions, the global automotive display screen output in 2020 was 127 million pieces. The market research institution said that the global automotive display market will continue to grow in the future, with a compound annual growth rate, from 2021 to 2027, reaching 13%.The Company continues to be optimistic about the development prospect of the intelligent vehicle industry. At present, CSG have mastered the production technology of core products such as on-board AG glass, on-board multi-functional 3A cover plate and on-board touch sensor supporting the vehicle central control screen. It has become a high-quality on-board product material supplier in the field of automotive electronics and will have broad market prospects in the future. Solar energy industry At present, the new development ideology centred on "Green Development" has gradually become the consensus of all countries in the world. Major economies in the world have successively proposed "carbon neutrality" timetables. China has also made a solemn commitment of "Carbon Peaking in 2030 and Carbon Neutrality in 2060"to the world. The transformation of the global energy structure has begun to accelerate, and photovoltaic energy has become an important engine to undertake energy transformation with its significant advantages such as cleanliness, safety, and economy. Driven by favorable factors such as the continuous decline in the cost of photovoltaic power generation and the global green recovery, the new installed capacity of photovoltaics around the world will continue to grow rapidly, and the solar photovoltaic industry will have huge development potential and industry prospects in the future. According to the national "Carbon Peaking Action Plan before 2030",the proportion of China's non-fossil energy consumption will reach the target of about 20% by 2025 and about 25% by 2030,corresponding to the domestic average annual new installed capacity demand may exceed 75GW.According to the association's forecast, it is expected that during the "14th Five-Year Plan" period, the average annual installed capacity of photovoltaics in the world will exceed 220GW, and in 2025the new installed capacity of photovoltaics in the world will exceed 300GW, with a compound annual growth rate of more than 20%.The huge incremental market demand will stimulate and drive the sustained and rapid growth of all links of the photovoltaic industry. At present, most of the production capacity at the manufacturing end of the global photovoltaic industry chain is controlled by Chinese enterprises. At present, the solar energy industry has fully entered the era of "grid parity" on the power generation side, and the electricity market continues to force the cost of the photovoltaic industry to decrease. With the rapid development of technology in the photovoltaic industry, equipment and products are constantly upgraded, and the latecomer advantage is obvious and the market competition is fierce. In recent years, the concentration of various links in the industrial chain has accelerated, and capital has been concentrated in enterprises with resource advantages or technological advantages. In order to strengthen the ability to resist risks, leading enterprises have extended their industrial chains upstream and downstream, or formed alliances with enterprises in other links of the industrial chain. II. Main business of the company during the report period CSG is a leading domestic brand of energy-saving glass and a renowned brand of solar PV products and display devices. Its products and technologies are very popular at home and abroad. Its main business covers R&D, manufacturing and sales of high quality float glass and architectural glass, photovoltaic glass, silicon material, renewable energy products such as PV battery and modules, and new materials and information display products such as ultra-thin electronic glass and display devices. It also provides one-stop services such as project development, construction, operation and maintenance of solar photovoltaic power plants. Flat glass business The flat glass business of CSG includes float glass and photovoltaic glass. The production mode, business strategy, technical requirements and development direction of the two businesses have similarities and considerable differences due to the difference of industrial chain environment, industry development stage and policy environment. In the field of float glass, CSG has 10 advanced float glass production lines in Dongguan, Chengdu, Langfang, Wujiang and Xianning, and has quartz sand raw material processing and production bases in Jiangyou, Sichuan and Qingyuan, Guangdong. The annual output of various types of high-grade float glass is about 2.47 million tons, covering high-quality float glass and ultra-white float glass with various thicknesses and specifications of 1.3-25mm. The performance indicators of the products have reached the leading domestic level. CSG float glass products are all high-end products that can be directly used for downstream deep processing, and the proportion of differentiated glass products with special specifications and special application scenarios such as ultra-white, ultra-thin, and ultra-thick is large, which are widely used in high-end building curtain walls, decoration and furniture, mirrors, car windshields, scanners and copiers, home appliance panels, display protection and other applications that require high glass quality. CSG has established long-term and stable business cooperation with many well-known processing enterprises. The profit level of the float glass business is generally positively correlated with the level of real estate completion data, and is also affected by multiple factors such as current energy, raw material prices, product structure, and enterprise management level. Differentiated glass products have relatively high added value due to specific application scenarios, high production process difficulties, stable demand, and relatively proactive pricing by manufacturers. The Company focuses on improving management efficiency, improving the level of lean production of conventional products, firmly implementing the differentiated competition strategy, carefully cultivating and developing differentiated product markets, and continuously increasing the proportion of differentiated product sales, so as to continuously consolidate and enhance the industry competitiveness of the Company's float glass business. In the first half of 2021, the completion level of the real estate industry accelerated compared to the same period in recent years, the market demand was strong, the supply was tight, and the overall price of float glass was higher than the same period of last year. From the third quarter, the liquidity of real estate enterprises was under pressure, the completion level dropped, the supply-demand relationship of float glass fell back to a relatively balanced level, while the prices of soda ash and other raw materials rose sharply month on month and year on year, so that the price and profit level of float glass fell. It is expected that the market demand for float glass in 2022 will decline compared with that in 2021. However, under the general atmosphere of "Steady Growth" of the national economy, the supply and demand of the glass market may be in a relatively loose and balanced state, and the demand for high-quality differentiated products will remain stable. In the field of photovoltaic glass, CSG has taken the lead in entering the field of photovoltaic glass manufacturing in China since 2005. Based on independent research and development, the Company has formed a full closed-loop production capacity from photovoltaic glass original sheet production to deep processing. By the end of 2021, it has two photovoltaic rolled glass original sheet production lines and complementary photovoltaic glass deep processing production lines in Dongguan and Wujiang, with an annual output of about 430,000 tons of photovoltaic rolled glass original sheets and a photovoltaic glass deep processing capacity of 72 million square meters per year, and its products cover deep-processing products with a variety of thicknesses of 2-4mm.The accumulation of more than ten years of photovoltaic glass production experience has enabled CSG to accumulate a solid foundation in key equipment and technologies such as kilns, calendering, and deep processing. These accumulated technologies and experience have been released in this round of the Company's photovoltaic glass production capacity enhancement. The Company is firmly optimistic about the long-term development of the photovoltaic new energy industry, seizes the golden opportunity of industrial development, aims at the first echelon of the industry, and makes up for the shortcomings of the Group's photovoltaic glass business production capacity and large-scale layout. The Company is building four photovoltaic glass production lines and complementary processing lines with a daily melting capacity of 1,200 tons in Fengyang and one photovoltaic glass production line and complementary processing line with a daily melting capacity of 1,200 tons in Xianning. At present, the construction of the above projects is progressing in an orderly manner as planned and is expected to be ignited and put into operation in batches from the second quarter of 2022.After all the projects are put into production, the industry status will jump significantly. In addition, with the approval of the Board of Directors, the Company plans to build two photovoltaic glass production lines and complementary processing lines with a daily melting capacity of 1,200 tons in Beihai City, Guangxi. Currently, the preparatory work for the project is being carried out in an orderly manner. At the same time, the Company is still actively seeking to further expand the production capacity of photovoltaic glass in other regions with resource support and industrial chain support. Under the background of carbon peaking and carbon neutrality, the photovoltaic glass business will become the new champion business of CSG. In 2021, affected by the overseas epidemic and the high price of materials in the upstream of the photovoltaic industry chain, the installed capacity demand was suppressed to a certain extent, and the growth rate was not as expected. Even so, according to relevant statistics, the new global installed capacity in 2021 still reached about 170GW, with a year-on- year increase of more than 30%. It is estimated that in 2022, driven by policies such as the promotion of domestic distributed photovoltaics throughout the county, large-scale wind power photovoltaic bases, and guaranteed photovoltaic grid-connection, as well as the carbon neutrality plans disclosed by countries around the world, the global installed capacity may still maintain a relatively high growth rate. Although the concentrated deployment of photovoltaic glass production capacity in the past two years may lead to a phased mismatch between supply and demand in the market, causing market price fluctuations. With the incremental demand brought about by the continuous increase in global installed capacity and the natural elimination of outdated production capacity by the market, the industry will still return to the track of healthy development. In 2022, the Company will make every effort to promote the project construction, accelerate the technological transformation and upgrading of production lines, improve the production capacity of ultra- thin photovoltaic glass for 1.6-2.5mm double-glass modules and photovoltaic glazed back glass, and consolidate the Company's competitive advantage in the field of ultra-thin photovoltaic glass; and strengthen long-term strategic cooperation with industry-leading companies to further enhance the market competitiveness of CSG's flat glass. Architectural glass business CSG is one of the largest suppliers of high-grade engineering and architectural glass in China and it has formed quality, service and continuous research and development capabilities that match the brand. The Company has built six energy- saving glass processing bases in Tianjin, Dongguan, Xianning, Wujiang, Chengdu and Zhaoqing. Up to now, the Company has formed an annual production capacity of over 20 million square meters for coated insulating glass and over 45 million square meters for coated glass. In order to seize the key opportunities for the development of building energy- saving glass and satisfy the people's pursuit of a better life, CSG leverages its brand advantages to take the lead in improving the business layout of architectural glass. At present, the production capacity of Zhaoqing Base and Tianjin Expansion Project is gradually being released, which further strengthens the ability of CSG's architectural glass to meet the needs of the construction of world-class mega-city clusters in the Beijing-Tianjin-Hebei, Yangtze River Delta, and Guangdong-Hong Kong-Macao Greater Bay Area. At the same time, in line with the trend of urban construction extending further inland, the Group's Board of Directors approved the construction of Xi'an Architectural Glass Base, Hefei Energy- saving Glass Intelligent Manufacturing Industry Base and Xianning Architectural Production Line Reconstruction and Expansion Project in 2021. Based on the local market conditions, the Company will arrange first-level or second-level architectural glass processing bases that are suitable for their scale and needs, and continuously improve and strengthen the market competition and service capabilities of CSG’s architectural glass business. At present, Wujiang Architectural （未完）  |