[中报]方大Ｂ(200055):2022年半年度报告（英文版）
原标题:方大Ｂ:2022年半年度报告（英文版） 2022 Interim Report August 2022 Chapter 1 Important Statement, Table of Contents and Definitions The members of the Board and the Company guarantee that the announcement is free from any false information, misleading statement or material omission and are jointly and severally liable for the information's truthfulness, accuracy and integrity. Mr. Xiong Jianming, the Chairman of Board, Mr. Lin Kebin, the Chief Financial Officer, and Mr. Wu Bohua, the manager of accounting department declare: the Financial Report carried in this report is authentic and completed. All the Directors have attended the meeting of the board meeting at which this report was examined. Forward-looking statements involved in this report including future plans do not make any material promise to investors. Investors should pay attention to investment risks. The Company has specified market, management and production and operation risks in this report. Please review the 10. Risks Facing the Company and Measures in Chapter 3 Management Discussion and Analysis. The Company will distribute no cash dividends or bonus shares and has no reserve capitalization plan. Table of Contents Chapter 1 Important Statement, Table of Contents and Definitions .................................................................. 2 Chapter 2 About the Company and Financial Highlights .................................................................................... 7 1. Company Profile .......................................................................................................................................... 7 2. Contacts and liaisons ................................................................................................................................... 7 3. Other Information ....................................................................................................................................... 7 4. Financial Highlight ...................................................................................................................................... 8 5. Differences in accounting data under domestic and foreign accounting standards ............................... 8 6. Accidental gain/loss item and amount ........................................................................................................ 9 Chapter 3 Management Discussion and Analysis ............................................................................................... 10 1. Major businesses of the Company during the report period ................................................................. 10 II. Core Competitiveness Analysis ................................................................................................................ 18 III. Core business analysis............................................................................................................................. 21 IV. Non-core business analysis ...................................................................................................................... 23 V. Assets and Liabilities ................................................................................................................................. 23 VI. Investment ................................................................................................................................................ 25 VII. Major assets and equity sales ................................................................................................................ 27 VIII. Analysis of major joint stock companies ............................................................................................ 27 IX. Structural entities controlled by the Company ..................................................................................... 27 X. Risks facing the Company and measures ............................................................................................... 28 Chapter IV Corporation Governance .................................................................................................................. 30 I. Annual and extraordinary shareholder meetings held during the report period ................................. 30 II. Changes in the Directors, Supervisors and Senior Executives ............................................................. 30 III. Profit Distribution and Reserve Capitalization in the Report Period ................................................ 30 IV. Share incentive schemes, staff shareholding program or other incentive plans ................................. 30 V. Environmental and social responsibility ......................................................................................................... 31 1. Environmental protection ......................................................................................................................... 31 2. Social responsibilities ................................................................................................................................. 32 Chapter VI Significant Events .............................................................................................................................. 33 I. Commitments that have been fulfilled and not fulfilled by actual controller, shareholders, related parties, acquirers of the Company ............................................................................................................... 33 II. Non-operating capital use by the controlling shareholder or related parties in the reporting term . 33 III. Incompliant external guarantee ............................................................................................................. 33 IV. Engaging and dismissing of CPA ............................................................................................................ 33 V. Statement of the Board on the “non-standard auditors' report” issued by the CPA on the current report period .................................................................................................................................................. 33 VI. Statement of the Board of Directors on the Non-standard Auditor's Report for H1 2014 ............... 33 VII. Bankruptcy and capital reorganizing .................................................................................................. 33 VIII. Lawsuit .................................................................................................................................................. 33 IX. Punishment and rectification.................................................................................................................. 34 X. Credibility of the Company, controlling shareholder and actual controller ........................................ 34 XI. Material related transactions ................................................................................................................. 34 XII. Significant contracts and performance ................................................................................................ 35 13. Other material events .............................................................................................................................. 41 XIV. Material events of subsidiaries............................................................................................................. 41 Chapter VII Changes in Share Capital and Shareholders ................................................................................. 42 I. Changes in shares ....................................................................................................................................... 42 II. Share placing and listing .......................................................................................................................... 44 III. Shareholders and shareholding .............................................................................................................. 44 IV. Changes in shareholding of Directors, Supervisors and Senior Management ................................... 47 V. Changes in controlling shareholder or actual controller ....................................................................... 47 Chapter VIII Preferred Shares ............................................................................................................................. 48 Chapter IX Information about the Company's Securities ................................................................................. 49 Chapter X Financial Statements .......................................................................................................................... 50 I. Auditor's report .......................................................................................................................................... 50 II. Financial statements ................................................................................................................................. 50 III. General Information ............................................................................................................................... 70 IV. Basis for the preparation of financial statements .................................................................................. 71 V. Significant Account Policies and Estimates ............................................................................................. 71 VI. Taxation .................................................................................................................................................. 110 VII. Notes to the consolidated financial statements .................................................................................. 113 VIII. Change to Consolidation Scope ......................................................................................................... 152 IX. Equity in Other Entities ........................................................................................................................ 152 X. Risks of Financial Tools .......................................................................................................................... 155 XI. Fair Value ............................................................................................................................................... 158 XII. Related Parties and Transactions ....................................................................................................... 160 XIII. Contingent events ............................................................................................................................... 163 XIV. Post-balance-sheet events ................................................................................................................... 166 XV. Other material events ........................................................................................................................... 166 XVI. Notes to Financial Statements of the Parent .................................................................................... 167 XVII. Supplementary Materials ................................................................................................................. 172 Reference 1. Financial statements stamped and signed by the legal representative, CFO and accounting manager; 2. Originals of all documents and manuscripts of Public Notices of the Company disclosed in public. Definitions
Chapter 2 About the Company and Financial Highlights 1. Company Profile
1. Liaison Changes to the Company's registration address, office address, post code, website or email during the report period □ Applicable ? Inapplicable Company's registration address, office address, post code, website or email have not changed during the report period. See Annual Report 2021 for details. 2. Information disclosure and inquiring Changes to the information disclosure and inquiring place □ Applicable ? Inapplicable Please refer to the 2021 annual report for the newspapers and websites where the Company's information is disclosed. The inquiry address of the interim report has remained unchanged during the report period. 3. Other information □ Applicable ? Inapplicable 4. Financial Highlight Whether the Company needs to make retroactive adjustment or restatement of financial data of previous years □ Yes ? No
Chinese account standards □ Applicable ? Inapplicable There is no difference in net profits and assets in financial statements disclosed according to the international and Chinese account standards during the report period. 2. Differences in net profits and assets in financial statements disclosed according to the overseas and Chinese account standards □ Applicable ? Inapplicable There is no difference in net profits and assets in financial statements disclosed according to the international and Chinese account standards during the report period. 6. Accidental gain/loss item and amount ? Applicable □ Inapplicable In RMB
The Company has no other gain/loss items satisfying the definition of non-recurring gain/loss account Circumstance that should be defined as recurrent profit and loss to Explanation Announcement of Information Disclosure No. 1 - Non-recurring gain/loss □ Applicable ? Inapplicable The Company has no circumstance that should be defined as recurrent profit and loss to Explanation Announcement of Information Disclosure No. 1 - Non-recurring gain/loss Chapter 3 Management Discussion and Analysis 1. Major businesses of the Company during the report period Since its inception, the Company has remained committed to its core business and adhered to its original mission of green, low-carbon and environmental protection, and has successively developed products such as smart curtain walls, solar photovoltaic curtain walls, PVDF aluminum veneer, and rail transit screen doors. Since its conception, the company has always adhered to the philosophy "technology-based, innovation-based", and has created Fangda's craftsmanship in pursuit of outstanding quality. Our smart curtain wall system, PVDF aluminum veneer, rail transit screen door system, and other products have become global industry benchmarks. The comprehensive competitiveness of Fangda intelligent curtain wall ranks among the top three in the curtain wall industry, and the platform screen door system of rail transit is recognized as the "champion product of manufacturing industry" by the Ministry of Industry and Information Technology. During the reporting period, the subsidiaries Fangda Zhiyuan Technology and Yunzhu were rated as "specialized, special and innovative" enterprises in Shenzhen, Fangda Shanghai Technology was rated as "specialized, special and innovative" enterprise in Shanghai, and the subsidiary Fangda Dongguan New Materials was selected as synergy multiplier enterprises; The Industrial Product Standard Platform Screen Doors of Urban Rail Transit (CJ/T236-2022), which is mainly revised by the subsidiary Fangda Zhiyuan Technology, was approved and issued by the Ministry of Housing and Urban Rural Development of the People's Republic of China and was implemented from May 1, 2022. The Company has 7 national high-tech enterprises, 1 enterprise product has been recognized as the champion product of manufacturing industry by the Ministry of Industry and Information Technology of the People's Republic of China, 3 "specialized, special and innovative" enterprises, 2 provincial-level enterprise technology research centers, and its business covers more than 120 countries and regions around the world. In the first half of 2022, the epidemic situation in many places in China was severe and complicated, the economic downward pressure continued to increase, and the prices of bulk raw materials fluctuated violently, which brought severe challenges to the Company's production and operation. Through the joint efforts of all employees, the Company has completed its 2022 H1 business goals primarily under the leadership of the Board of Directors and management team. During the reporting period, the Company achieved operating income of RMB1,613,063,300, an increase of 2.82% over the same period of the previous year; the net profit attributable to the parent Company's owner was RMB112,685,300, an increase of 1.07% over the same period of the previous year. Net profit after recurring gains and losses was RMB105,117,600, an increase of 8.26% over the same period of the previous year. By the end of the reporting period, the Company's order reserve reached RMB7,953,652,900 (excluding real estate pre-sale). This represents an increase of 26.97% over the same period in the previous year, which was 4.93 times the operating income in 2022 H1, laying the foundation for the Company's production and operation in 2022. (1) Smart curtain wall system and material 1. Industry development The growth of the curtain wall industry is closely related to the level of development of the national economy. The stable and favorable macroeconomic situation in China, as well as the ongoing urbanization process, provide a solid foundation for the growth of the curtain wall industry. The building of critical locations has been vigorously developed as China enters the high- quality development stage. There are an increasing number of large-scale high-end curtain wall projects in major places such as the Guangdong-Hong Kong-Macao Greater Bay Area, the Yangtze River Delta, Chengdu, and Chongqing. On July 12, 2022, the National Development and Reform Commission announced the implementation plan for new urbanization during the 14th Five Year Plan period, emphasizing that China is still in an era of fast urbanization development, with a strong driving force for urbanization. At the same time, it put forth essential tasks such as growing public infrastructure construction, which has resulted in significant market prospects for the curtain wall construction industry's long-term development. (1) Main products and purposes Smart curtain walls are among the Company's major products and have been widely used in high-end office buildings, corporate headquarters, urban complexes, high-end residences and hotels, urban public buildings, and other applications. By focusing on intelligence, low-carbon, environmental protection, and sustainability, the smart curtain wall and material industry fosters the development of curtain walls and innovative materials in China. The Company has a strong R&D capability as well as a sophisticated PVDF aluminum veneer production and manufacturing base. The intelligent curtain wall technology has been widely deployed in significant projects in more than 160 cities around the world, integrating energy reduction, environmental protection, and intelligence. It has numerous times received the Luban Award (National Excellent Engineering Award), China's highest construction award. Its competitiveness is among the highest in the world, and it is a well-known brand in the worldwide curtain wall business. (2) Main business modes, specific risks and changes; During the reporting period, the Company's main business model did not change. The Company's smart curtain wall design and construction contract orders are mainly obtained through the bidding mode (open bidding, invitational bidding). Based on the orders, the Company provides the overall solution of design, raw material procurement, production and processing, construction and installation and after-sales service. Due to the long period of order implementation, it is greatly affected by national industrial policies, raw material prices, and fluctuations in the labor market. Different orders have different technical requirements. It is impossible to simply copy the existing experience, and the requirements for technology and management are relatively high. (3) Market competition pattern in which the Company is located and the Company's market position The domestic building curtain wall market has increasingly grown in recent years, and industry competition has increased. The market gradually eliminates small and medium-sized firms with limited scale and low qualifications, increasing industry concentration. The industry's leading businesses are increasing their market share in the high-end curtain wall market through management and brand advantages, and the rate of development is likely to accelerate further. The domestic construction curtain wall market still offers a lot of room for growth for the industry's leaders. Fangda Jianke Co., Ltd., a wholly-owned subsidiary of the Company, has the highest qualifications for curtain wall design and construction enterprises in China - the first-class qualification for professional contracting of architectural curtain wall engineering and the first-class qualification for architectural curtain wall engineering design. It is the leading enterprise in China's curtain wall industry. Fangda Jianke has won the highest awards in the national construction industry, including "Luban Award", "National Quality Engineering Award", "Zhan Tianyou Civil Engineering Award", "China Building Decoration Award", and over 200 provincial and ministerial awards. Fangda Jianke has participated in drafting more than 20 national or industry standards, including "Energy-saving Design Standards for Public Buildings", setting 18 Chinese enterprise records. In the same industry across the country, the Company is the earliest to establish R&D institutions such as corporate postdoctoral workstations, engineering technology centers, and curtain wall research and design institutes. The autonomous innovation capacity and technical level of the high-end curtain wall industry have reached the advanced level of the same industry in China, promoting technological progress and development. Fangda trademark was named a "China Famous Trademark" and won "International Credit Brand". (4) Business drive In period During the, the curtain wall system and materials industry realized operating income of RMB1,150,768,400, an increase of 4.89% over the same period of the previous year; the net profit was RMB58,028,500, an increase of 124.69%； with a gross margin of 15.67%, up 1.39 percentages over the same period of last year. The key drivers of performance are as follows: ① Correct market placement, focusing on overall strength to secure high-quality orders The Company adheres to the market positioning of high-end curtain walls at home and abroad in the first half of 2022, deeply cultivating key areas such as Guangdong, Hong Kong and Macao Bay area, Yangtze River Delta, Chengdu, and Chongqing. As a result, orders continued to surge based on the record high in 2021. The total amount of high-end curtain wall and material industry orders won and signed by the Company during the reporting period was RMB3,074,850,600, an increase of 19.17% over the same time the previous year. Large-scale projects and enterprise headquarters projects have grown, and international orders have reached a new high. There are ten projects with contract values exceeding 100 million yuan. The single order quantity is enormous, the order quality is excellent, and the head enterprises' benefits are apparent. The high-end office building of more than 300 meters-Jinan CITIC Pacific Central Business District (Jinan Zun) project; enterprise headquarters building-Anbang Property Insurance Shenzhen Headquarters Building, China Electronics Shenzhen Bay Super Headquarters Building, Shenzhen Zhongjin Building; overseas-the VMCTC project in Melbourne, Australia, and so on. The consistent increase in the number and quality of orders reflects the Company's excellent market competitiveness. By the end of the reporting period, the Company's order reserve of curtain wall system and materials industry was RMB6,364,428,900, an increase of 39.37% over the same period of the previous year, which was 5.53 times the operating revenue of curtain wall system and materials industry in 2022 H1, laying a solid foundation for the sustainable and healthy development of the Company. ② When technical innovation is prioritized, the entire process service system promotes high-quality development. The Company's subsidiaries in the smart curtain wall system and material industry are all national high-tech businesses, with two being "specialized, special, and innovative." During the reporting period, the Company has successively acquired 556 patents for curtain wall products and 19 software copyrights, including 39 software patents, and participated in the compilation of 22 national technical specifications and standards. Its independent innovation capacity and technology have reached the advanced level in the same industry in China, which has effectively promoted the technological progress and development of the high-end curtain wall industry. During the reporting period, the Company used continuous innovation to solve customer technical pain points and supply products and technical solutions required by innovation. At the same time, the company offered technical support for the project duration and quality, improved customer satisfaction and influence, and assisted and empowered the Company's high-quality development with the whole process and all-around curtain wall project service system. ③ Create an efficient operation organization by promoting the development of intelligent and refined management The Company has actively created an efficient operation organization by promoting the development of intelligent and refined management. The Company has introduced intelligent welding robots and automatic gluers that represent advanced technologies, as well as intelligent manufacturing production lines that represent the first of their kind. The Company has also created an information management platform that primarily consists of the PMS project management platform, MES production management platform, and VPO supply management platform. It has realized data cloud transmission and working language standardization, accurate management and sharing of data flow, capital flow, and information flow, opened up various management modules, improved the scientificity of decision-making, sped up the response and execution ability to business, and realized the refined data management of project management, effectively improving the Company's management level and operation efficiency. (5) Industry qualification types and validity period The Company has a Class A qualification for building curtain wall engineering contracting and class A qualification for building curtain wall engineering design. It is the highest level for curtain wall design and construction companies in China. During the reporting period, the Company's relevant qualifications have not changed significantly, and the validity period has not expired. (6) Quality control system, implementation standards, control measures and overall evaluation Quality control system: As a leading enterprise of high-end curtain wall, the Company pays attention to quality management. It is the first in the industry to pass ISO9001, ISO14001, OHSAS18001 international and domestic dual certification, GB/T29490 intellectual property management system certification, and is the first to establish sales, design, supply, production, one-stop quality control system such as construction, after-sales, customer service, etc., implement strict quality control and supervision for each link, and create a strong quality management system. Implementation of the standard: In the process of building curtain wall business, the Company strictly complies with GB/T21086-2007 "Building Curtain Wall", JG/T231-2007 "Building Glass Lighting Roof" and other national and industrial standards. Control measures: The Company has established complete and effective quality control measures and quality management organization, introduced digital information management, and digitally coded the company's businesses, various raw materials, factory workshop and construction site operation procedures through computer information integration system, The eight systems (CRM customer relationship management system, OA office system, HR human resources system, ERP financial management system, MES production management system, PMS engineering management system, VPO supply management system and QAS quality safety management system) realize the rapid transmission, sharing and collaborative application of information through cloud terminal technology. Strictly implement various quality management and control measures to provide customers with high- quality products and services. Overall evaluation: The Company's quality control system and executive standards meet the relevant requirements of the current relevant national norms and standards, maintain good operation, and provide customers with stable and reliable products and services. (7) Major project quality problem during the reporting period None. (2) Rail transport screen door business 1. Industry development As an important part of high-end manufacturing equipment, rail transit equipment is closely related to the national economic development, urban rail transit development and construction planning. In recent years, rail transit has become more and more important in urban development. It is predicted that 111 new rail transit lines will be constructed in 49 cities between 2022 and 2023, including Guangzhou, Zhengzhou, Shanghai, Nanchang, Hangzhou and Nanning, generating a total mileage of 1224.96 kilometers and 1243 stations with a total investment of 1780.314 billion yuan between 2022 and 2023. By June 2022, 51 cities in 31 provinces (autonomous regions and municipalities directly under the central government) and Xinjiang Production and Construction Corps had opened and operated 277 urban rail transit lines totaling 9067 kilometers, according to data provided by the Ministry of Transport. Urban rail transit operating lines in China continue to grow in length and number as cities develop rapidly. The operation demand of urban rail transit in China will grow continuously in the future, which is conducive to the sustainable development of rail transit related industries. While the mileage of rail transit lines continues to grow, some rail transit PSD projects built in the early stage have also entered the maintenance period, and the maintenance service business will also usher in sustained and stable development space in the future. 2. Business Status (1) Main products and purposes The rail transit screen door system, which is put at the edge of the platform of urban rail transit stations to separate the train from the platform waiting area, is the Company's major offering. Closed screen doors, full-height non-closed screen doors, and half-height screen doors are among the available product varieties. It plays a significant part in the operation of rail transit, guarantees its safety, and aids in the development of an energy- and environmentally-friendly rail transit operation system. With many domestic metro platform screen door projects entering the maintenance period, the Company actively expands the industrial chain and takes the lead in developing Metro maintenance business in China. (2) Main business model The Company is a supplier and service provider of rail transit PSD system integrating R&D, design, manufacturing, installation and commissioning and technical services, with a complete industrial chain. The Company mainly obtains orders by participating in project bidding, carries out customized design, process treatment, raw material procurement, production and installation of equipment system and provides technical maintenance services on the basis of independent research and development according to the requirements of different customers. The business model has not changed during the reporting period. Focusing on the whole life cycle service of rail transit platform screen door system, the Company promotes the application of new technology in the planning stage, provides high-quality products in the construction stage, improves customer operation efficiency in the maintenance stage, and develops into an overall solution provider of rail transit platform screen door system in the whole life cycle. (3) Market competition pattern in which the Company is located and the Company's market position As the leading manufacturer of urban rail transit platform screen doors, the company is a global leader in this field. In China, it is one of the first national high-tech enterprises to develop, design, manufacture, install, and maintain platform screen door systems. It ranks in the forefront of the industry in terms of the number of patents and software copyrights it has obtained. As part of its contribution to filling a gap in the Chinese market, the company was responsible for preparing the first industry standard for platform screen doors - the platform screen door of urban rail transit (CJ/T236-2022). Platform screen door systems of rail transit with independent intellectual property rights have received the title of national key new products, have been recognized as "National Torch Plan Industrialization Demonstration Projects" by the Ministry of Science and Technology of the People's Republic of China, and have been recognized by the Ministry of Industry and Information Technology of the People's Republic of China as the "single champion product of manufacturing". The Company has been forging ahead in the domestic and foreign markets with its technical advantages for more than 20 years through continuous research and development. It has undertaken 110 subway platform door projects in 44 cities around the world, and has become the largest rail transit platform screen door system supplier and service provider in the world. During the reporting period, the subsidiary Fangda Zhiyuan Technology was selected as the "specialized, special and innovative" enterprise in Shenzhen. (4) Business drive ① Leading market position, laying a solid foundation for development In addition to providing integrated professional services of rail transit platform screen door systems products, the Company is a leading enterprise in the field of rail transit platform screen door systems in China, including R&D, design, manufacturing, installation, commissioning, technical services and maintenance, among others. It offers outstanding advantages such as safety, reliability, availability, and maintainability. The Company is one of the most trusted experts in the field of rail transit platform screen door systems both at home and abroad. During the reporting period, the Company obtained orders for PSD system such as Wuhan Optics Valley Ecological Corridor tourism supporting facilities - tourism special line phase I project, Shenzhen line 7 phase II, line 8 phase II and phase III projects, India NCRCTC project, Singapore Santosha platform door installation project, Colombia Bogota Metro Line 1 project, as well as a number of orders for professional technical maintenance services for PSD metro projects. Among them, the order for the platform screen door system of Bogota Metro Line 1 in Colombia is the first project of the Company in Latin America, as well as the first rail transit project in Bogota, the capital of Colombia, which opens a new business territory for the Company. During the reporting period, the Company's rail transit PSD industry had achieved an operating revenue of RMB300,269,800, an increase of 12.17% from the same period last year, and an order reserve of RMB1,589,224,000, which was 5.29 times of the operating revenue. The Company has been recognized by many owners during the reporting period, including Nanjing Metro Company, Fuzhou Metro （未完）  |