[三季报]南 玻Ｂ(200012):2022年三季度报告（英文版）
原标题:南 玻Ｂ:2022年三季度报告（英文版） Chairman of the Board: CHEN LIN October 2022 Stock code: 000012; 200012 Short form of the stock: CSG A; CSG B Notice No.: 2022-058 Bond code: 149079 Short form of the bond：20 CSG 01 THE THIRD QUARTER REPORT 2022 The Company and all members of the Board of Directors guarantee that the information disclosed is true, accurate and complete, and there are no any fictitious statements, misleading statements, or important omissions carried in this report. Important Content Notice： 1. 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 all responsibilities, individual and/or joint, for the facticity, accuracy and completeness of the whole contents. 2. Principal of the Company, responsible person in charge of accounting and principal of the financial department (accounting officer) confirm that the Financial Report enclosed in the Third Quarter Report of 2022 of the Company is true, accurate and complete. 3. Whether the third quarter report has been audited or not □Yes √No 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. I. Main financial data (I) Main accounting data and financial indices Whether retrospective adjustment has been carried out on financial reports of previous periods or not □Yes √No
√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. (III) Particulars and explanations about significant changes in main accounting data and financial indices √Applicable □Not applicable Unit: RMB
（1）The increase in monetary funds was mainly due to the increase in deposits and the maturity of structured deposits. （2）The decrease in trading financial assets was mainly due to the maturity of structured deposits. （3）The reduction of notes receivable was mainly caused by the change of collection methods of some subsidiaries and the conversion to accounts receivable due to the non-performance of drawers. （4）The increase in accounts receivable was mainly due to the increase in accounts receivable for architectural glass and photovoltaic glass. （5）The increase in receivables financing was mainly due to the increase in bank acceptances received by Yichang CSG Polysilicon for the resumption of production. （6）The increase in prepayments was mainly due to the increase in material payments made in advance by some subsidiaries. （7）The increase in inventory was mainly due to the resumption of production of Yichang CSG Polysilicon and the increase in material reserves of some subsidiaries. （8）The decrease of other current assets was mainly due to the decrease of input tax to be deducted by some subsidiaries. （9）The increase in development expenditure was mainly due to the increase in R&D investment by some subsidiaries. （10）The decrease in deferred income tax assets was mainly due to loss covering of some subsidiaries. （11）The increase in short-term borrowings was mainly due to the increase in borrowings of some companies. （12）The increase in notes payable was mainly due to the increase in new notes issued by some subsidiaries. （13）The increase in contractual liabilities was mainly due to the increase in advance receipts of some subsidiaries. （14）The increase in taxes payable was mainly due to the increase in taxes of some subsidiaries. （15）The increase in non-current liabilities due within one year was mainly due to the reclassification of bonds payable to non- current liabilities due within one year. （16）The increase in other current liabilities was mainly due to the increase in advance receipts of some subsidiaries. （17）The increase in long-term borrowings was mainly due to the increase in borrowings for project. （18）The decrease in bonds payable was mainly due to the reclassification of bonds payable to non-current liabilities due within one year. （19）The decrease in lease liabilities was mainly due to the reclassification of lease liabilities to non-current liabilities due within one year. （20）The decrease of special reserve was mainly caused by the use of special reserve by subsidiaries. （21）The increase in investment income was mainly due to the increase in structured deposit income. （22）The decrease in asset impairment loss was mainly due to the provision for long-term asset impairment in the same period of the previous year. （23）The increase in asset disposal income was mainly due to the increase in profit and loss on disposal of assets of some subsidiaries. （24）The increase in other earnings was mainly due to the increase in the amortization of deferred earnings of some subsidiaries. （25）The increase in non-operating income was mainly due to the increase in claims income and unpayable amounts. （26）The decrease in non-operating expenses was mainly due to the return of government subsidies in the same period of the previous year. （27）The increase in net after tax of other comprehensive income was mainly due to changes in the translation balance of foreign currency statements. II. Shareholder information (I) Particulars about the total number of common shareholders and preference shareholders with voting rights recovered as well as the shareholdings of the top ten shareholders Unit: Share
voted in favor of all proposals, and Zhongshan Runtian Investment Co., Ltd. voted against all proposals , Chengtai Group Co., Ltd. voted against all the proposals with the shares held by China Galaxy International Securities (Hong Kong) Co., Limited; on August 3, 2022, at the Company's Third Extraordinary General Meeting in 2022, Foresea Life Insurance Co., Ltd. voted in favor of all proposals, and Zhongshan Runtian Investment Co., Ltd. voted against all proposals. (II) Total number of preference shareholders and particulars about the shareholdings of the top ten preference shareholders □Applicable √Not applicable √Applicable □ Not applicable 1. Ultra-short-term financing bills On June 15, 2020, the Third Extraordinary Shareholders’ General Meeting 2020 of CSG deliberated and approved the proposal on application for registration and issuance of ultra-short-term financing bills and medium-term notes, which agreed that the Company should register and issue ultra-short-term financing bills with a registered amount not exceeding RMB 1.5 billion (the limit is not subject to the limit of 40% of net assets).With the period of validity of the quota not longer than two years, such ultra- short-term financing bills will be issued by installments in accordance with the actual capital needs of the Company and the situation of inter-bank market funds. On September 4, 2020, the NAFMII held its 102nd registration meeting in 2020 and decided to accept the registration of ultra-short-term financing bills with a total of RMB 1.5 billion and a validity period of two years. On May 16, 2022, the Company's 2021 annual general meeting reviewed and approved the "Proposal on Application for Registration and Issuance of Medium-Term Notes and Ultra-short-term Financing Bills", which agreed that the Company would register and issue ultra-short-term financing bills with a registered amount of not more than RMB 1 billion, The Company can issue one or more times within the validity period of the registration according to the actual capital needs and the capital situation of the inter- bank market. 2. Medium-term notes On June 15, 2020, the Third Extraordinary Shareholders’ General Meeting 2020 of CSG deliberated and approved the proposal on application for registration and issuance of ultra-short-term financing bills and medium-term notes, which agreed that the Company should register and issue medium-term notes with a registered amount not exceeding RMB 1.5 billion. With the period of validity of the quota not longer than two years, such ultra-short-term financing bills will be issued by installments in accordance with the actual capital needs of the Company and the situation of inter-bank market funds. On September 4, 2020, the NAFMII held the 102nd registration meeting in 2020 and decided to accept the company's registration of medium-term notes with a total of RMB 1.5 billion and a validity period of two years. On May 16, 2022, the Company's 2021 annual general meeting reviewed and approved the "Proposal on Application for Registration and Issuance of Medium-term Notes and Ultra-short-term Financing Bills", which agreed that the Company would register and issue medium-term notes with a registered amount of not more than RMB 2 billion. Actual capital needs and inter-bank market capital status, can be issued one or more times within the validity period of registration. 3 .Public issuance of corporate bonds On March 2, 2017, the 2nd Extraordinary General Meeting of Shareholders in 2017 reviewed and approved “the Proposal on the Public Issuance of Corporate Bonds for Qualified Investors". On February 27, 2019, the First Extraordinary General Meeting of Shareholders in 2019 The “Proposal on Extending the Validity Period of the Shareholders' Meeting for the Public Offering of Corporate Bonds to Qualified Investors” agreed to issue corporate bonds with a total issue of no more than RMB 2 billion and a term of no more than 10 years. On June 26, 2019, the Company received the “Approval of Approving CSG Holding Co., Ltd. to Issue Corporate Bonds to Qualified Investors” issued by China Securities Regulatory Commission (ZJXK [2019] No. 1140). On March 24, 2020 and March 25, 2020, the Company issued the first batch of corporate bonds with total amount of RMB 2 billion and valid term of 3 years at the issuance rate of 6%, which will be redeemed on March 25, 2023 (for details, please refer to "Section IX Bonds"). 4. Public issuance of A-share convertible corporate bonds On July 11, 2022, the Company's 2nd Extraordinary General Meeting of Shareholders in 2022 reviewed and approved relevant proposals on the Company's public issuance of A-share convertible corporate bonds, and agreed to issue A-share convertible corporate bonds. The total amount of funds raised would not exceed RMB 2,800,000,000 (including RMB 2,800,000,000), with a term of 6 years from the date of issuance. 5. Guarantee The Company's 2021 Annual General Meeting of Shareholders reviewed and approved the "Proposal on the 2022 Annual Guarantee Plan", and the General Meeting of Shareholders agreed to provide guarantee for the 2022 annual credit line of financial institutions of subsidiaries at all levels (hereinafter referred to as "subsidiaries") within the scope of the consolidated statements with a total amount not exceeding the equivalent value of RMB 16.268 billion (including the effective and unexpired limit). Among them, the total amount of guarantee shall not exceed the equivalent of RMB 15.018 billion (including the effective and unexpired amount) for each subsidiary with an asset liability ratio of less than 70%, and the total amount of guarantee shall not exceed the equivalent of RMB 1.25 billion (including the effective and unexpired amount) for each subsidiary with an asset liability ratio of more than 70%. All external guarantees of the Company are guarantees for subsidiaries within the scope of consolidated statements. As of September 30, 2022, the actual guarantee balance was RMB 3,889.6 million (of which the actual guarantee balance with an asset liability ratio of more than 70% (inclusive) was RMB 284.18 million), accounting for 34.03% of the parent company's net assets of RMB 11,429.66 million at the end of 2021 and 19.51% of the total assets of RMB 19,939.36 million; Accounting for 31.18% of the net assets of RMB 12,474.54 million attributable to the parent company at the end of the report period and 15.65% of the total assets of RMB 24,859.98 million. The Company has no overdue guarantee. The Company's 2021 Annual General Meeting of Shareholders reviewed and approved the "Proposal on the Development of Asset Pool Business in 2022". In order to meet the overall management of the Company's assets such as bills and letters of credit and to meet the needs of financial institutions' product upgrades, the General Meeting of Shareholders approved the Company and its subsidiaries. The Company conducts asset pool business of no more than RMB 800 million. Under the premise of controllable risks, various guarantee methods such as maximum pledge, general pledge, deposit certificate pledge, bill pledge, and margin pledge can be adopted for business development. As of September 30, 2022, the actual pledge amount of the asset pool business is RMB 45.6124 million, and the financing balance is RMB 42.3285 million. 6.Passive reduction of Southern Glass A shares held by Zhongshan Runtian Investment Co., Ltd. On July 12, 2022, the Company received the "Notice Letter" from Chongqing Xinyu Financial Leasing Co., Ltd. (hereinafter referred to as "Chongqing Xinyu"). According to the "Notification Letter", the Shenzhen Intermediate Court ruled to sell 67.65 million "Southern Glass A" shares (stock code: 000012) held by Zhongshan Runtian Investment Co., Ltd. (hereinafter referred to as "Zhongshan Runtian"). On July 27, July 28 and July 29, 2022, Chongqing Xinyu forcibly sold a total of 55.6289 million Southern Glass A shares held by Zhongshan Runtian through block transactions, accounting for 1.81% of the Company's total share capital. After the passive reduction of the aforementioned shares, the number of shares held by Zhongshan Runtian decreased from 86,633,447 shares to 31,004,547 shares, and the shareholding ratio decreased from 2.82% to 1.01%. 7. The matter of the special fund of RMB 171 million for talent introduction Regarding the special fund of RMB 171 million for talent introduction, the Company filed an infringement compensation lawsuit against Zeng Nan and others and Yichang Hongtai Real Estate Co., Ltd. on December 15, 2021, and Shenzhen Intermediate People's Court officially accepted it on January 28, 2022. The first trial of the case was completed in Shenzhen Intermediate People's Court on June 21, 2022, and is currently awaiting judgment. IV. Quarterly financial statement (I) Financial Statements 1. Consolidated Balance Sheet Prepared by CSG Holding Co., Ltd. Unit: RMB
2. Consolidated income statement from the beginning of the year to the end of the report period Unit: RMB
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