[年报]方大Ｂ(200055):2022年年度报告（英文版）
原标题:方大Ｂ:2022年年度报告（英文版） 2022 Annual Report Feb. 2023 2022 Annual Report Chapter I 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 needs to comply with the disclosure requirements of the decoration and decoration industry and the real estate industry in the Guidelines for the Self-discipline and Supervision of Listed Companies of Shenzhen Stock Exchange No. 3 - Industry Information Disclosure. The company has described the existing market risks, management risks and production and operation risks in this report. Please refer to the risks that may be faced mentioned in"X. Prospects for the Company's Future Development" in III Management Discussion and Analysis. The Board meeting reviewed and approved the profit distribution preplan: distributing cash dividend of RMB0.50 (tax included) for each ten shares to all shareholders on the basis of 1,073,874,227 shares of the Company and no dividend share is issued to shareholders. No reserve is capitalized. After the announcement of the Company's profit distribution plan to the time of implementation, if the total share capital changes, in accordance with the principle of "distributing cash dividends of RMB 0.50 (tax included) for every 10 shares", the total share capital after the market closes on the equity registration date when the profit distribution plan is implemented shall be used. The total amount of cash dividends will be disclosed in the Company's profit distribution implementation announcement. Contents Chapter I Important Statement, Table of Contents and Definitions ................................................................... 2 Chapter II About the Company and Financial Highlights ................................................................................... 9 I. Company profiles ......................................................................................................................................... 9 II. Contacts and liaisons .................................................................................................................................. 9 III. Information disclosure and inquiring ..................................................................................................... 9 IV. Registration changes ................................................................................................................................ 10 V. Other information ..................................................................................................................................... 10 VI. Financial Highlight .................................................................................................................................. 10 VII. Differences in accounting data under domestic and foreign accounting standards ......................... 11 VIII. Financial highlights by quarters ......................................................................................................... 11 IX. Accidental gain/loss item and amount ................................................................................................... 11 Chapter III Management Discussion and Analysis ............................................................................................. 13 I. Major businesses of the Company during the report period .................................................................. 13 II. Core Competitiveness Analysis ................................................................................................................ 21 III. Core business analysis............................................................................................................................. 24 IV. Non-core business analysis ...................................................................................................................... 31 V. Assets and Liabilities ................................................................................................................................. 32 VI. Investment ................................................................................................................................................ 34 VII. Major assets and equity sales ................................................................................................................ 37 VIII. Analysis of major joint stock companies ............................................................................................ 38 IX. Structural entities controlled by the Company ..................................................................................... 38 X. Future Prospect ......................................................................................................................................... 38 XI. Reception of investigations, communications, or interviews in the reporting period ........................ 41 Chapter IV Corporation Governance .................................................................................................................. 43 I. Overview ..................................................................................................................................................... 43 II. The independence of the Company relative to the controlling shareholders and actual controllers in ensuring the company's assets, personnel, finance, institutions, business, etc ..................................... 43 III. Competition ............................................................................................................................................. 43 IV. Annual and extraordinary shareholder meetings held during the report period .............................. 43 V. Particulars about the Directors, Supervisors, and Senior Management .............................................. 44 VI. Performance of directors during the report period .............................................................................. 49 VII. Special committees under the board of directors during the reporting period ................................ 51 VIII. Performance of Supervisory Committee ............................................................................................ 54 IX. Employees ................................................................................................................................................ 56 X. Profit distribution of the Company and conversion of capital reserve into share capital .................. 57 XI. Share incentive schemes, staff shareholding program or other incentive plans ................................ 58 XII. Construction and implementation of internal control system during the reporting period............ 58 XIII. Management and control of subsidiaries during the reporting period............................................ 58 XIV. Internal control self-evaluation report or internal control audit report .......................................... 58 XV. Rectification of problems in self inspection of special actions for governance of listed companies 60 V. Environmental and social responsibility ......................................................................................................... 61 I. Major environmental problem .................................................................................................................. 61 II. Social responsibilities................................................................................................................................ 62 III. Consolidate and expand the achievements of poverty alleviation and rural revitalization .............. 62 Chapter VI Significant Events .............................................................................................................................. 64 I. Performance of promises ........................................................................................................................... 64 II. Non-operating capital use by the controlling shareholder or related parties in the reporting term . 64 III. Incompliant external guarantee ............................................................................................................. 64 IV. Description of the board of directors on the latest "non-standard audit report" .............................. 64 V. Statement of the Board of Directors, Supervisory Committee and Independent Directors (if applicable) on the "non-standard auditors' report" issued by the CPA on the current report period .. 64 VI. Description of changes in accounting policies, accounting estimates or correction of major accounting errors compared with the financial report of the previous year ............................................ 64 VII. Statement of change in the financial statement consolidation scope compared with the previous financial report ............................................................................................................................................... 65 VIII. Engaging and dismissing of CPA ........................................................................................................ 65 IX. Delisting after disclosure of annual report ............................................................................................ 66 X. Bankruptcy and capital reorganizing ..................................................................................................... 66 XI. Significant lawsuit and arbitration ........................................................................................................ 66 XII. Punishment and rectification ................................................................................................................ 66 XIII. Credibility of the Company, controlling shareholder and actual controller ................................... 66 XIV. Material related transactions ............................................................................................................... 67 XV. Significant contracts and performance ................................................................................................. 68 XVI. Other material events ........................................................................................................................... 74 XVII. Material events of subsidiaries .......................................................................................................... 75 Chapter VII Changes in Share Capital and Shareholders ................................................................................. 76 I. Changes in shares ....................................................................................................................................... 76 II. Share placing and listing .......................................................................................................................... 78 III. Shareholders and the substantial controller of the Company ............................................................. 78 IV. Specific implementation of share repurchase in the reporting period ................................................ 82 Chapter VIII Preferred Shares ............................................................................................................................. 83 Chapter IX Information about the Company's Securities ................................................................................. 84 Chapter X Financial Statements .......................................................................................................................... 85 I. Auditor's report .......................................................................................................................................... 85 II. Financial statements ................................................................................................................................. 92 III. General Information ............................................................................................................................. 108 IV. Basis for the preparation of financial statements ................................................................................ 109 V. Significant Account Policies and Estimates ........................................................................................... 110 VI. Taxation .................................................................................................................................................. 174 VII. Notes to the consolidated financial statements .................................................................................. 177 At the end of the period, the total amount of bills payable due and unpaid was RMB1,622,493.59 , all of which were commercial acceptance bills. As a result of the supplier's failure to apply for payment to the bank in time, the payment had been fully paid as of the reporting date. ....................................................... 202 VIII. Change to Consolidation Scope ......................................................................................................... 223 IX. Equity in Other Entities ........................................................................................................................ 223 X. Risks of Financial Tools .......................................................................................................................... 226 XI. Fair Value ............................................................................................................................................... 232 XII. Related Parties and Transactions ....................................................................................................... 233 XIII. Contingent events ............................................................................................................................... 238 XIV. Post-balance-sheet events ................................................................................................................... 242 XV. Other material events ........................................................................................................................... 242 XVII. Notes to Financial Statements of the Parent ................................................................................... 244 XVIII. Supplementary Materials ............................................................................................................... 249 Reference 1. Financial statements stamped and signed by the legal representative, CFO and accounting manager; 2. Original copy of the Auditors' Report under the seal of the CPA and signed by and under the seal of certified accountants; 3. Originals of all documents and manuscripts of Public Notices of the Company disclosed in public. Definitions
Chapter II About the Company and Financial Highlights I. Company profiles
Public accountants employed by the Company
□ Applicable ? Inapplicable Financial advisor engaged by the Company to perform continued supervision and guide during the reporting period □ Applicable ? Inapplicable VI. Financial Highlight Whether the Company needs to make retroactive adjustment or restatement of financial data of previous years □ Yes ? No
audit report showed uncertainty about the Company's ability to continue operating □ Yes ? No Net profit before and after deducting non-re current gains and losses is negative □ Yes ? No VII. Differences in accounting data under domestic and foreign accounting standards 1. Differences in net profits and assets in financial statements disclosed according to the international 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. 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. VIII. Financial highlights by quarters In RMB
interim report disclosed by the Company □ Yes ? No IX. 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 III Management Discussion and Analysis I. Major businesses of the Company during the report period Since its conception, the company has always adhered to the philosophy "technology-based, innovation-based", and has constantly increased R&D investment, and build smart curtain wall, photovoltaic building integrated curtain wall (BIPV), PVDF aluminum veneer, rail transit screen door system and other products into the global industry benchmark. The comprehensive competitiveness of Fangda intelligent curtain wall ranks among the top three in the 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 industrial product standard Platform Screen Doors for Urban Rail Transit (CJ/T236- 2022), edited by Fangda Zhiyuan Science and Technology, was officially approved and released by the Ministry of Housing and Urban-Rural Development of the People's Republic of China. At present, the Company has 7 national high-tech enterprises, 6 "specialized, special and new" enterprises, and 2 provincial engineering technology research centers. It has formed an industrial layout with Shenzhen as its headquarters, Dongguan, Foshan, Nanchang, Shanghai, and Chengdu as its manufacturing bases. It has set up branches in Singapore, India, Australia, Bangladesh, Hong Kong, and other countries and regions along the "the Belt and Road". It is a high-tech enterprise integrating research and development, production, sales, and services. Fangda trademark was named a "China Famous Trademark" and won "International Credit Brand". In 2022, in the face of adverse effects such as shrinking demand, weakening expectations, fluctuations in raw material prices, repeated changes in the epidemic situation, and turbulence in the external environment, under the leadership of the Company's Board of Directors and management team, and through the joint efforts of all employees, the Company completed the 2022 business objectives. During the reporting period, the Company achieved operating income of RMB3,846,975,900, an increase of 8.13% over the same period of the previous year; the net profit attributable to the parent Company's owner was RMB282,933,900, an increase of 27.35% over the same period of the previous year. Net profit after recurring gains and losses was RMB270,965,200, an increase of 61.63% over the same period of the previous year. By the end of the reporting period, the Company's order reserve reached RMB7,887,702,400 (excluding real estate pre-sale). This represents an increase of 12.87% over the same period in the previous year, which was 2.05 times the operating income in 2022 H1, laying the foundation for the Company's production and operation in 2023. (I) Smart curtain wall system and material 1. Industry development The development of the building curtain wall industry is closely related to the development of the national economy. The Central Economic Work Conference in December 2022 put "efforts to expand domestic demand" at the top of the economic work in 2023. With the introduction of the State Council's Strategic Plan for Expanding Domestic Demand (2022-2035) and the "Fourteenth Five-Year Plan" to expand domestic demand, the adjustment of domestic epidemic prevention and control measures, provinces across the country have successively released plans for major projects in 2023 and set investment growth targets. After the Spring Festival in 2023, the country has accelerated the resumption of work and production, and the construction progress of major projects will be accelerated. The building curtain wall industry will also usher in new development opportunities. 2. Business Status (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 high-end 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. Scientific and technological innovation based on intelligence, assembly, BIM, VR and other technologies continues to deepen. In the future, along with the wave of industrial upgrading, green building, scientific and technological innovation, information technology, etc. will become an important driving force for the new round of growth cycle of the industry. The domestic building curtain wall market still has bright prospects for the development of leading companies in the industry. Fangda Jianke Co., Ltd. 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 one of the leaders 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 the preparation of more than 20 national or industrial standards such as the Design Standard for Energy Efficiency of Public Buildings, and has created 18 new records for Chinese enterprises. It is an intellectual property demonstration enterprise in Guangdong Province. In the industry across the country, the Company is the earliest to establish R&D institutions such as corporate postdoctoral workstations, engineering technology centers, and 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. (4) Business drive In period During the, the curtain wall system and materials industry realized operating income of RMB2,877,126,200, an increase of 11.31% over the same period of the previous year; the net profit was RMB154,800,800, an increase of 140.60%； with a gross margin of 17.73%, up 3.24 percentages over the same period of last year. The key drivers of performance are as follows: ① Actively plan the market layout, and the order reserve continues to grow In 2022, under the severe and complex environment, the company actively planned the market layout of high-end curtain walls at home and abroad, and deeply cultivated key regions and overseas projects such as the Greater Bay Area of Guangdong, Hong Kong and Macao, the Yangtze River Delta, and Chengdu and Chongqing. With the technology accumulation and brand advantages, the number of new bid winning and signed orders reached RMB4,838,168,800, and the number of large landmark projects and enterprise headquarters projects increased. The number of large orders of 100 million yuan was frequent, and overseas orders also reached a record high. Among them, the signing of major landmark projects, such as the high-end office building of more than 300 meters - Jinan CITIC Pacific Central Business District (Jinan Zun) project, the permanent site project of the Guangzhou Nansha International Financial Forum (IFF), and the Yunsongjian project in Qujiang, Xi'an, has further improved the recognition and social influence of the industry. With the signing of a large number of corporate headquarters projects, such as Anbang Property Insurance Shenzhen Headquarters Building, Shenzhen Youbixuan Robot Building, China Electronics Shenzhen Bay Super Headquarters Building, Shenzhen Zhongjin Building, ByteDance Shenzhen Headquarters Building, Shenzhen Chuangjin Hexin Headquarters Building, and Guangzhou CCCC South Headquarters Base Area C project, the advantages of the Company's leading enterprises have been further highlighted. In 2022, the Company promoted the layout of the international market, and the overseas order volume rose against the trend. It won the orders for the WPH Hospital Project, VMCTC Project, Seafarers and other projects in Melbourne, Australia, highlighting the high recognition of the other big brands in the overseas market. By the end of the reporting period, the Company's order reserve of high-end curtain wall system and materials industry was RMB6,448,575,400, an increase of 19.36% over the same period of the previous year, which was 2.24 times the operating revenue of curtain wall system and materials industry in 2022, laying a solid foundation for the sustainable and healthy development of the Company. ②Strengthen continuous innovation and empower the Company's high-quality development The six subsidiaries of the Company engaged in smart curtain wall system and material industry are all national high-tech enterprises, five of which are "specialized and new" enterprises, and have been awarded the honors of "National Intellectual Property Advantage Enterprise", "Specialized" Little Giant "Enterprise," Jiangxi Intelligent Manufacturing Benchmark Enterprise ", and enterprise innovation record. By the end of the reporting period, the Company has successively obtained 598 patented （未完）  |