[年报]深中华B(200017):2021年年度报告（英文版）
原标题:深中华B:2021年年度报告（英文版） Annual Report of 2021 April 2022 Section I. Important Notice, Contents and Interpretation Board of Directors, Supervisory Committee, all directors, supervisors and senior executives of Shenzhen China Bicycle Company (Holdings) 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. Li Hai, Principal of the Company, Sun Longlong, person in charge of accounting works and Zhong Xiaojin, 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 financial report for year of 2021 was audited by Baker Tilly China CPA (LLP), and an unqualified audit report with significant uncertainty of going concern was issued. The board of directors and the board of supervisors of the Company have detailed explanations on related matters. Investors should read carefully. The Company plans not to distribute cash dividends, not to send bonus shares, and no reserve capitalizing. Contents Section I. Important Notice, Contents and Interpretation ...................................... 2 Section III Management Discussion and Analysis .................................................. 11 Section IV Corporate Governance ........................................................................... 32 Section VII. Changes in Shares and Particulars about Shareholders .................. 59 Section VIII. Preferred Stock ................................................................................... 68 Section IX. Corporate Bonds .................................................................................... 69 Documents Available for Reference 1. Accounting statement carrying the signatures and seals of the legal representative, person in charge of accounting and person in charge of accounting organ. 2. Originals documents of the Company and manuscripts of public notices that disclosed in the newspaper designated by CSRC in the report period. 3. Originals documents of the Company and manuscripts of public notices that disclosed in the newspaper designated by CSRC in the report period. 4. English version of the Annual Report 2021 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 Whether it has retroactive adjustment or re-statement on previous accounting data or not □ Yes √ No
negative, and the audit report for the latest year indicates that there is uncertainty about the company’s ability to continue as a going concern □Yes √No The lower of the net profit before or after deduction of non-recurring profit (gain)/loss is negative √Yes □No
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
The Company does not have other gains/losses items that conform to the definition of non-recurring gains/losses 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 The Company shall comply with the disclosure requirement of jewelry-related industries in the “Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 3- Industry Disclosure” (i) Analysis of the industry market size 1. The product category of the industry is relatively rich Jewelry can be divided into gold, diamond, jade, colored jewelry and others. Under the background of China’s cultural tradition of advocating gold jewelry and the investment properties of gold, gold jewelry occupies a relatively high proportion in the domestic jewelry market, reaching 60.13%. Diamond and jade are also the main categories of jewelry in China, accounting for 13.97% and 9.85%. From the international market, the jewelry markets of developed countries such as the United States, Japan, and Europe are all dominated by diamond jewelry. Compared with the international market, the main categories of China’s jewelry market are more abundant, and the proportion of various jewelry markets is more balanced. 2. The actual consumption of gold jewelry has a steady growth With the growth of the national economy and the accumulation of wealth of residents, China’s demand for gold grew rapidly in the early 21st century, making it the world’s largest gold consumer. The fall in gold prices in 2013 triggered a boom of buying gold jewelry, and also overdrew the demand for gold jewelry in advance, which declined from 2013 to 2016. However, after a period of readjustment, along with the gradual recovery of the economy and gold prices, the gold jewelry industry has bottomed out since September 2016, and continued to grow steadily in 2017, entering a new round of recovery cycle. In 2021, the domestic pandemic was effectively controlled, enterprises resumed work and production in an orderly manner, and the consumer market entered a stage of gradual recovery. The gold jewelry consumer market benefited from the rigid demand for weddings, which played a positive role in promoting gold jewelry sales. Based on the further improvement of China’s macroeconomic strength and international status, a huge middle-class consumer group has been formed, which has brought a new development pattern to the development of the gold jewelry market and opened up new incremental space. 3. Trading value of the diamond jewelry importation increased significantly With the effectively control of epidemic in China, the diamond imports shows a strong rebound in the first half of 2021 after a recovery phase in the second half of 2020 and a downturn in the first half of 2020. According to recent statistics, the number and value of China’s diamond imports from 2016 to 2021 reached a maximum in 2021; (ii) Industry development trend analysis 1. The increase in industry concentration has become the mainstream trend In recent years, consumers’ brand awareness has been increasing. In addition, at the end of 2014, the National Jewelry Standards Technical Committee revised the mandatory national standard “Regulations on the Purity of Precious Metals in Jewelry and Naming” (GB11887-2012), which deleted the “pure gold” and other titles, guided consumers to pay more attention to jewelry design, craftsmanship, style and brand value, and no longer be attracted by the words “pure gold” in the slogan and pay more attention to product quality, prompting small jewelry enterprises to move closer to large jewelry enterprises. The increasing concentration of the jewelry industry has become the mainstream trend. In contrast, some regional branded or unbranded small jewelry companies are at a disadvantage in terms of scale, capital, cost, etc., coupled with their own lack of ability in brand operation management, product marketing design, and enterprise operation, in the case of consumers paying more and more attention to brand, they will have to choose to rely on the development of jewelry brands with larger brand awareness, which will further promote the improvement of the industry concentration, and the national jewelry brands will gain an opportunity for vigorous development. 2. Third- and fourth-tier cities become important consumer markets for the jewelry industry In recent years, the pace of urbanization in China has gradually accelerated, and the urbanization rate has continued to grow. Residents in rural areas are gradually relocating and settling in nearby third- and fourth-tier cities, which steadily deliver new vitality to the third- and fourth-tier cities. In the future, the third- and fourth-tier cities will have broad market space and show huge growth potential. With the sinking trend of the jewelry consumption market, the third- and fourth-tier cities will become the main markets for the growth of jewelry companies in the future. 3. Channel strength will be regarded as the core competitiveness of enterprises for a long time The internal competition in the jewelry industry is relatively large, and the fierce market competition makes the construction and control of sales channels for jewelry companies crucial. At the same time, due to the high value of jewelry, consumers are often worried about the quality of the product and the reasonableness of the price when purchasing, which often prompts them to purchase through physical channels. There is a certain scarcity of high-quality physical channels, and the number of high-quality shops in a region’s high-quality business districts is scarce. Such high-quality shops can not only provide higher traffic, improve the retail performance of jewelry, but also have the important value of brand promotion. Therefore, in the fierce market competition, it is very important for jewelry enterprises to control high-quality physical channels, which reflects the core competitiveness of enterprises on the other side. 4. Brand and design capabilities will become a new driving force for the development of the industry With the change of consumer demographic structure and the increase of per capital income, the middle and upper middle class and wealthy people have gradually become the main force of consumption, and the mainstream consumption concept has also quietly changed. Compared with traditional consumers, emerging consumer groups pay more attention to the design, craftsmanship, style and brand value of jewelry products, hoping to meet their needs to show their taste and personality. In addition, the National Jewelry Standards Technical Committee has removed titles such as “pure gold from the national standards, further prompting consumers to pay attention to the design, craftsmanship, style and brand value of jewelry, rather than overemphasizing purity. 5. There is large space for improving the penetration rate of diamond jewelry In China, different jewellery products have different market maturity levels. Among them, gold jewelry has a relatively deep foundation in Chinese culture, and it is still the main jewelry consumption type so far. The diamond jewelry is small in volume but is growing rapidly, and has a broad space for industry development in the future. (iii) Competitive advantages of the company to engage in the jewelry and gold business 1. High-quality upstream supplier system At present, the company has established relatively stable cooperative relationships with major diamond suppliers and processors at home and abroad, and has advantages in raw material procurement cost, order production cycle and product quality control, which can continuously reduce supply cost and improve operational efficiency. The company is actively expanding its gold jewelry customers now. In addition to customers with clear orders, it is currently negotiating business cooperation with a number of domestic jewelry brands. The above customers include three types of customers, of which Class A customers are national well-known brand customers, with more than 500 retail stores; Class B customers are small and medium-sized/regional/segmented brands, with 300-500 retail stores; Class C customers are small and medium-sized brands, with 50-100 retail stores. 3. Improve the industrial chain of production and design The company has a one-stop industrial chain of design, production, processing, testing, and wholesale. Brand owners can rely on our jewelry processing resources to hand over lower value-added links such as manufacturing and distribution to the company, so as to focus on the higher value-added brand operation and sales links. Outsourcing in the production and design process can improve the homogenization of gold jewelry products. 4. Closed-loop business process and risk control system The company has formulated strict business internal control processes such as supplier admittance standards, customer evaluation system, full-process order tracking system, and procurement price comparison system, and has realized the closed-loop control of capital flow, information flow and logistics and the multi-level risk control through the integrated service platform of supply system and the integrated solution of capital management. In the bicycle and lithium battery materials industry, as a traditional manufacturing industry, the bicycle industry continues the dilemma of rising labor costs, manufacturing costs, capital costs, and material costs. The implementation of the new national standards for safety technical specifications of electric bicycle in April 2019 accelerated the reshuffle of the industry and formed a new round of industry shocks. In addition, on the basis of the violent shock of shared bicycles with capital advantages on the bicycle industry and upstream supply chain operations in the past few years, the aftershocks continue to impact the recovery of the industry due to the lack of profit model and capital chain problems. At the same time, the bicycle industry as a traditional manufacturing field has also ushered in an important opportunity to accelerate transformation and upgrading under the guidance of the "Made in China 2025" strategy of strengthening the country under the guidance of the basic policy of "innovation-driven, quality-first, green development, structural optimization, and talent-oriented", ushered in the development opportunities for the implementation of the new national standards for electric bicycles, and faced important opportunities and challenges of e-commerce development on channel impact, channel integration and Internet+. Our country is the world's largest country in the production and sales of electric bicycles. After years of development, electric bicycles have gradually become an important means of transportation for consumers' daily short-distance trips. At present, there are about 200 million vehicles in the whole society. Structural body, motor, power battery, and control system, as the core components of electric bicycles, Shenzhen China Bicycle has closely followed up and studied their technological development, application development and commercial value for a long time, and determined the list of qualified suppliers for core components year by year. As one of the core components of electric bicycle, lead-acid batteries have been mainly used as the power batteries in the past ten or twenty years. With the development and popularization of new energy technologies and new energy materials, it is expected that they will be replaced by lithium batteries on a large scale in the future. The implementation of the new national standards for safety technical specifications of electric bicycle has comprehensively improved the safety performance of electric bicycles, adjusted and improved technical indicators such as speed limit, vehicle quality, and pedaling ability. The new standards that are close to the people's livelihood and serve the people's livelihood have increased the application space of lithium battery energy storage, and lithium battery electric bicycles will usher in a new stage of development. II. Main businesses of the Company during the reporting period During the reporting period, the company mainly engaged in bicycle and lithium battery material business, and jewelry gold business: (1) Bicycle and lithium battery material business includes production, assembly, procurement, and sales of bicycles and electric bicycles, and procurement, sales, and consigned processing of lithium batteries materials, etc.; (2) Gold jewelry business mainly provides supply management and services in the vertical field of gold jewelry. The company connected with downstream gold jewelry brands, purchased gold and diamonds according to their product needs, and then entrusted gold jewelry processing plants for processing, and delivered the inspected and qualified finished products to downstream customers after making product certificate for them. Through the integration of upstream supplier resources and downstream customer resources, the turnover speed of gold jewelry products in upstream and downstream has been improved, the cost of circulation has been reduced, and the overall competitive advantage of upstream and downstream has formed. As the operation revenue from jewelry-related business for year of 2021 accounts for more than 30% of the Company’s audited operation revenue for the most recent fiscal year, the Company is required to comply with the disclosure requirement of jewelry-related industries in the “Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 3- Industry Disclosure”, specific disclosures are as follow: (i) Main business models during the reporting period 1.Procurement model The upstream raw material suppliers of the company’s gold jewelry supply chain business were mainly diamonds and gold, of which the diamond suppliers were mainly source producers or wholesalers from India or Hong Kong, and domestic mature diamond wholesalers (generally members of the Shanghai Diamond Exchange) ), gold was mainly purchased from the Shanghai Gold Exchange through the company's membership qualifications at Shanghai Gold Exchange. The company has established professional procurement department and team to be responsible for the procurement of diamond products and jewellery. The specific procurement models varied according to customer needs. 2. Production model By integrating upstream commissioned processing plants, the company outsourced the production of products ordered by customers to professional jewelry manufacturers to give full play to their professional and scale effect. In view of the current situation and characteristics of domestic jewelry processing enterprises, the company established a set of effective supplier management mechanisms and evaluation standards to achieve a benign interaction between the production system of outsourced manufacturers and the company's business development. 3. Sales model According to the annual order planning and regular procurement requirements of brand retailers, the company provided B-end customers with various forms of supply chain management services such as spot procurement, order production, and customized development, so as to minimize product inventory and improve the supply chain effectiveness for customers. Spot procurement: Organized the goods through the integration of upstream factories and exhibition halls and suppliers' product styles and spot resources, and provided corresponding product structure according to the customer's brand characteristics and terminal market needs; Order production: Customers placed orders to the company according to their own needs, and the company purchased raw materials and subcontracted processing to form finished products and sell them to customers; Customized development: According to the characteristics of their own brands and future development needs, customers entrusted the company to develop and design the product styles, and produce finished products to sell to customers. (ii) Operation of the physical store during the reporting period During the reporting period, gold and jewelry business of the Company mainly provides supply chain management and services in the vertical field of gold and jewelry, it connects with the downstream gold jewelry brand and does not have the physical stores. (iii) Operation of the on-line sales in reporting period The Company does not have on-line sales in the Period (iv) Inventory in the reporting period As of end of the Period, balance of inventory from jewelry business amounted to 7,685,551.16 yuan, a 27.92% up compared with that of period-begin, types of the inventory includes: Unit: RMB/CNY
III. Core Competitiveness Analysis In 2021, based on its own poor economic conditions after the reorganization, the company continued to adhere to the traditional business development of electric bicycles, strived to carry out new product research and development, and carried out online and offline sales and brand management; at the same time, based on the long-term process of the electric bicycle business, correspondingly carried out follow-up research on related industrial projects and technical applications in the upstream and downstream of the industrial chain. On the basis of extensive commercial contacts and previous businesses, the company continued to expand the lithium battery material business to enrich the main business. On the one hand, the company continued to promote the development of the jewelry and gold business and expand the business dimension. In August 2019, the Company and Shenzhen Zuankinson Jewelry Co., Ltd jointly established a Shenzhen Xinsen Jewelry Gold Supply Chain Co., Ltd with contribution of 6.5 million yuan. Of which, the Company holds 65% equity, and is the controlling shareholder of Shenzhen Xinsen Jewelry Gold Supply Chain Co., Ltd, while 35% equity held by Zuankinson Jewelry. According to actual operation development, in February 2020, the two parties are decided to increase the capital of Shenzhen Xinsen Jewelry Gold Supply Chain Co., Ltd to 20 million yuan in the same proportion. Relevant registration capital is fully funded in June 2020. In order to meet the future business development needs of Shenzhen Xinsen Jewelry Gold Supply Chain Co., Ltd., it will enhance its financial strength, comprehensive competitiveness and anti-risk capabilities. In August 2020, the company and the joint venture partner, Shenzhen Zuankinson Jewelry and Gold Supply Chain Co., Ltd. decided to jointly increase the capital of Shenzhen Xinsen Jewelry Gold Supply Chain Co., Ltd. in the same proportion, increasing the registered capital from 20 million yuan to 200 million yuan, of which, the company newly increased capital of 117 million yuan, which was successively invested in accordance with its own funds and the availability of funds raised from the non-public issuance of A shares; Zuankinson Jewelry newly increased capital of 63 million yuan, a total of 180 million yuan increased. The above mentioned capital increase event has been deliberated and approved by the second extraordinary general meeting of shareholders of 2020 dated 21 August 2020. On the one hand, making more efforts to promote the selection of restructuring party and planning for the non-public offering of shares in the hope of improving the business strength and development momentum of the Company. In terms of the planning of a non-public offering of shares, on December 30, 2020, the company held the third extraordinary general meeting of shareholders in 2020, and reviewed and approved the new plan for non-public issuance of A shares, intending to raise funds from Wansheng Industrial Company through non-public issuance of shares not exceeding 293.6 million yuan, which would be used to supplement working capital after deducting issuance costs, this issuance would lead to changes in the company's right of control. On November 11, 2021, the Company received the Approval of Non-public Issue of Shares under the name of Shenzhen China Bicycle Company (Holdings) Limited (ZJ XK [2021] No. 3552) from the CSRC, which approved the application for the above non-public offering of shares. The Approval will be valid for 12 months from the date of approval of the issue. Relevant follow-up works are in progress. Jewelry and gold business of the Company has gradually become the core business of the Company through the endogenous development IV. Main business analysis 1. Overview In 2021, the global pandemic continued, the world economic recovery was short of impetus, commodity prices fluctuated at a high level, and the external environment became more complex, severe and uncertain. China’s economic development faced triple pressures of demand contraction, supply shock, and weakening expectations. Local outbreaks occurred from time to time. The recovery of consumption and investment was slow, the supply of energy and raw materials was still tight, the pressure of imported inflation increased, the production and operation of small, medium and micro enterprises and individual industrial and commercial households were difficult, the task of stabilizing employment became more arduous, and there were many hidden risks in the economic and financial fields. In the face of complex and severe domestic and international situations and many risks and challenges, under the leadership of the Party and the government, all people of the whole country worked together to coordinate pandemic prevention and control and economic and social development, the government took multiple measures to stabilize people’s livelihood, stabilize businesses and promote employment, and companies increased revenue and reduced expenditure to ensure business stability, survival and development, and achieved positive results. In 2021, combine actual condition of financially insecure after reorganization, on the one hand, we continue to adhere to traditional business model development of electric bicycles, and strive to carry out R&D on new products, and online & offline sales as well as the brand management works. At the same time, based on the long-term process of the electric bicycle business, the follow-up research of related industrial projects and technology applications in the upstream and downstream of the industrial chain have been carried out accordingly, and on the basis of extensive business contacts and businesses in previous years, it continued to expand the lithium battery material business to enrich the main business. On the one hand, continued to promote the development of the jewelry gold supply chain business and expand the business dimension. In August 2019, the company and Shenzhen Zuankinson Jewelry Co., Ltd. jointly invested 6.5 million yuan to establish Shenzhen Xinsen Jewelry Gold Supply Chain Co., Ltd., the company holding 65% of the shares as the controlling shareholder of Shenzhen Xinsen Jewelry Gold Supply Chain Co., Ltd., while Zuankinson Jewelry holding 35% of the shares. According to the actual situation of business development, in February 2020, the two parties decided to increase the capital of Shenzhen Xinsen Jewelry Gold Supply Chain Co., Ltd. to 20 million yuan in the same proportion, and the relevant registered capital have been in place in June 2020. In order to meet the future operation and development needs of Shenzhen Xinsen Jewelry Gold Supply Chain Co., Ltd., and enhance its financial strength, comprehensive competitiveness and anti-risk ability, the company signed a capital increase contract with the joint venture Shenzhen Zuankinson Jewelry and Gold Supply Chain Co., Ltd. in August 2020, and once again increased capital to Shenzhen Xinsen Jewelry Gold Supply Chain Co., Ltd. in the same proportion, and the registered capital was increased from 20 million yuan to 200 million yuan, of which the company increased capital of 117 million yuan, which would be successively invested in accordance with its own funds and the availability of funds raised from the non-public issuance of A shares; Zuankinson Jewelry newly increased capital of 63 million yuan, totaling 180 million yuan. On August 21, 2020, the company's 2020 second extraordinary general meeting of shareholders reviewed and approved the above capital increase. On the one hand, we strived to promote the selection of the company's restructuring party and plan for the non-public issuance of stocks, hoping to improve the company's business strength and development potential. In terms of the planning of a non-public offering of shares, on December 30, 2020, the company held the third extraordinary general （未完）  |