[年报]宁通信B(200468):2022年年度报告（英文版）
原标题:宁通信B:2022年年度报告（英文版） Annual Report 2022 [April 2023] Annual Report 2022 Section I Important Notes, Contents and Interpretations The Board of Directors, Board of Supervisors, directors, supervisors and senior executives of the Company guarantee the truthfulness, accuracy and completeness of the Annual Report, and ensure that there are no false records, misleading statements or major omissions, and they will be held individually and jointly liable for any legal liability that may arise. Li Langping, the person in charge of the Company, Liao Rongchao, the person in charge of accounting, and Lv Yunfei, the person in charge of the accounting firm (accounting supervisor), declare that they guarantee the truthfulness, accuracy and completeness of the financial report represented in this Annual Report. All directors attended the board meeting at which this Annual Report was considered. This Annual Report contains forward-looking statements concerning future plans such as the Company's business plan. It is important to note that these statements are not intended to constitute a substantive commitment to investors, and investors and related parties should exercise sufficient risk awareness and carefully consider the differences among plans, forecasts, and commitments. In Section III Discussion and Analysis of the Management Team, the Company has provided an analysis of the potential risks that may affect the Company's development. We encourage investors to review this section carefully. The Company planed not to distribute cash dividends and bonus shares, or increase its share capital from provident fund. Contents Section I Important Notes, Contents and Interpretations .......................................................................... 2 Section II Company Profile and Main Financial Indicators ...................................................................... 7 Section III Discussion and Analysis of the Management Team................................................................. 11 Section IV Corporate Governance ......................................................................................................... 27 Section V Environmental and Social Responsibilities .............................................................................. 52 Section VI Important Matters ............................................................................................................... 54 Section VII Changes in Shares and Shareholders ................................................................................... 91 Section VIII Information on Preferred Shares........................................................................................ 97 Section IX Information on Bonds .......................................................................................................... 98 Contents of Documents for Future Reference (I) Financial statements containing the signatures and seals of the person in charge of the Company, the person in charge of accounting work and the person in charge of the accounting firm (accounting supervisor). (II) The original audit report containing the seal of the accounting firm and the signatures and seals of the certified public accountants. (III) The originals of all Company documents and announcements publicly disclosed during the reporting period. Interpretations
Section II Company Profile and Main Financial Indicators I. Company information
Accounting firms engaged by the Company
□Applicable ?Not applicable Financial consultant engaged by the Company to perform continuous supervision duties during the reporting period □Applicable ?Not applicable VI. Main accounting data and financial indicators Does the Company need to retroactively adjust or restate the accounting data of previous years □Yes ?No
negative, and the audit report for the latest year shows that there is uncertainty about the Company's ability to continue as a going concern □Yes ?No The lower of the Company's net profit before and after deduction of non-recurring profits and losses is negative ?Yes □No
accounting standards and in accordance with Chinese accounting standards □Applicable ?Not applicable with international accounting standards and Chinese accounting standards. 2. Differences in net profits and net assets in the financial reports disclosed in accordance with overseas accounting standards and in accordance with Chinese accounting standards □Applicable ?Not applicable During the reporting period, there is no difference between the net profit and net assets in the financial reports disclosed in accordance with overseas accounting standards and Chinese accounting standards. VIII. Main quarterly financial indicators Unit: yuan
quarterly report and semi-annual report disclosed by the Company □Yes ?No IX. Items and amounts of non-recurring profits and losses ?Applicable □Not applicable Unit: yuan
?Applicable □Not applicable Other profit and loss items that comply the definition of non-recurring profit and loss are mainly investment income of trading financial assets during the reporting period. Explanation of defining the non-recurring profit and loss items listed in the Explanatory Announcement No.1 on Information Disclosure by Companies with Public Securities Offerings - Non-recurring Profits and Losses as recurring profit and loss items □Applicable ?Not applicable The Company does not define the non-recurring profit and loss items listed in the Explanatory Announcement No.1 on Information Disclosure by Companies with Public Securities Offerings as recurring profit and loss items. Section III Discussion and Analysis of the Management Team I. Industry in which the Company operates during the reporting period According to the data released by the Ministry of Industry and Information Technology, in 2022, China made every effort to promote the construction of a network powerhouse and a digital nation, and strove to deepen the integration of digital economy and real economy. New progress has been made in the construction of new information infrastructure such as 5G networks and Gigabit optical networks, and the popularization of various applications has been accelerated in an all-round way, providing strong support for shaping new advantages of digital economy and enhancing new dynamics of economic development. During 2022, the communications industry made notable progress in improving its infrastructure, particularly in the construction of information infrastructure. New infrastructures, such as 5G networks and Gigabit optical networks, were moderately deployed in anticipation. The role of digital development was continuously enhanced to support these new infrastructures. Meanwhile, emerging businesses, such as data centers, cloud computing, big data, and the Internet of Things, saw rapid growth and contributed over 60% to the industry's development. The communication equipment manufacturing industry is an upstream industry and an important foundation of the communications industry. Driven by national policies, the communication equipment manufacturing industry is generally facing good development opportunities; Additionally, the communication equipment manufacturing industry is a fully competitive industry, with a great many of players in fierce competition. The following is an analysis of the Company's main products in different sub-sectors. In terms of communication infrastructure products, the construction of data centers has gained strong momentum due to the implementation of "East-to-west Computing Resource Transfer Project" and green energy initiatives. The Company’s products, including comprehensive cabling, intelligent ODN, and data center support products, has opened up new opportunities and gained sustained and significant market demand. As for video conferencing products, with the rapid development of China's digital economy, the information technology application innovation industry is entering the application stage. This progress has increased the significance of "self-control" technology and created vast opportunities for the development of the Company's video conferencing products. The Company is gradually transitioning and upgrading its products to be more cloud-based, intelligent, and integrated to meet the demand of the market. With respect to intelligent electrical products, the Company's intelligent power distribution products and platform are at the forefront of a new era in the rail transportation sector. With "green" and "smart" power distribution systems, the Company is improving operational and maintenance efficiency, energy consumption management, and energy use in rail transportation. These advancements are effectively assisting customers in achieving their goals of carbon emissions peak and carbon neutrality. In regard to smart lighting products, to achieve the goals of carbon emissions peak and carbon neutrality, the construction of eco-friendly intelligent cities is being prioritized in various regions. The number of intelligent streetlights is rapidly increasing, with approximately one million new ones installed each year. The Company's IoT-based grid-powered street light controller products have enormous potential for development. II. Major business of the Company during the reporting period As one of the important providers of products and solutions in the field of information and communication in China, the Company adheres to the strategy of "products + solutions + services" and constantly accelerates product innovation, industrial restructuring, and transformation and upgrading. The main business of the Company and its subsidiaries involves communication infrastructure products, video conferencing, intelligent electrical and intelligent lighting, etc., including optical distribution network and communication supporting integrated solutions (intelligent ODN integrated solutions, optical network intelligent solution, energy-saving data center solution), multimedia communication and application solutions, building intelligent integrated solutions, industrial intelligent power distribution systems, IoT-based grid-powered street lamp control systems, etc. Its customers include domestic telecom operators, network service providers, and industry customers from governments, finance, power, medical industries, etc. The Company's optical distribution network and communication supporting integrated solutions can be used for domestic communication network construction, radio and television network transformation, high-speed rail communication construction, urban subway construction, e-commerce industry, etc.; its data center products are widely used in data center construction projects of operators, Internet enterprises, etc.; the subsidiary Southern Telecom can offer multimedia communication and application solutions to large and medium industry customers in the fields of government, finance, medical care and education; Its subsidiary Telege mainly provides customers with mid-to-high-end integrated cabling and building intelligent system solutions; the subsidiary NM Electrical provides intelligent power distribution solutions for various scenarios such as rail transit, airports, ports and parks; the subsidiary Datang mainly provides customers with solutions of solar energy, IoT-based grid-connected street lamp controllers, and IoT-based street lamp management and control. The Company mainly obtains business opportunities by participating in project bidding. It designs, manufactures or purchases equipment required by customers according to project requirements, and is responsible for installation, commissioning and system integration, and realizes profits after deducting cost according to contract prices. The Company's operating performance is mainly affected by the capital expenditure, information technology investments and bidding results of telecom operators, government agencies and industry customers, as well as fluctuations in raw material prices and changes in other costs. III. Analysis of core competitiveness 1. Marketing ability The Company possesses a well-established market network and extensive industry experience, having provided long-term services to customers across a diverse range of sectors. These include central enterprises, government agencies, rail transit companies, telecommunications operators, financial institutions, healthcare providers, electric power companies, and internet-based businesses. 2. Product competitiveness The Company adheres to a market-oriented approach, and focuses on strengthening and optimizing its core products. It actively develops new products and continually enhances its innovative capabilities. The Company has significant technical and product advantages in cabling products. It has developed a series of optical network connection products that have earned multiple national invention patents. It has a strong brand influence in China’s fiberoptical communications industry. Its access products have shown excellent performance in wired access networks, optical transmission networks, and other areas. The Company has ranked among the "China’s Top 10 Most Competitive Enterprises of Optical Transmission and Network Access Equipment" for years. The subsidiary Southern Telecom has focused on video communication applications for more than 20 years, and has accumulated abundant market channels and customer resources, and developed differentiated products and scheme design capabilities. Its self- developed products have been recognized by large industry customers. Intelligent electrical products of NM Electrical, a subsidiary, are widely used by customers from airport, dock, rail transit and other industries. With rich customer resources and industry experience, NM Electrical can provide complete sets of products and solutions tailored to customer needs. The subsidiary Telege specializes in integrated cabling in high-end market. It is committed to R&D of new products such as new generation intelligent cabling systems and integrated cabling management platforms. The smart lighting products of Datang, a subsidiary, are incorporated into Datang’s integrated solutions of advanced IoT-based grid-connected street lamp control platforms for its customers. 3. Brand influence The Company is an information and communications subsidiary of a central enterprise. Its communications products have gained a strong brand reputation in the domestic fiber optical communications industry, particularly in the area of network connection products. The integrated cabling products of Telege have been awarded the prestigious titles of "Famous Brand of Jiangsu Province" and "Well-known Trademark." They have consistently ranked among the top ten domestic integrated cabling brands for sixteen consecutive years. Southern Telecom owns well-known trademarks such as Ruijing and Ruizhi, and its video conferencing products enjoy high brand awareness in the domestic market. NM Electrical is a well-known brand in the rail transit industry. During the reporting period, the Company gained 19 new patents, including 7 invention patents, 8 utility models, 4 software copyrights. Additionally, it obtained 88 certifications for its products and participated in the formulation of 4 national and industry standards. IV. Analysis of main business 1. Overview In September 2022, according to the strategic deployment of CETC, in order to promote the high-quality development of Nanjing Putian, China Potevio Information Industry Co., Ltd., the former controlling shareholder of the Company, transferred its shares to CETC Glarun Group Co., Ltd. (hereinafter referred to as "CETC Glarun") free of charge, and entrusted CETC Glarun with the management of Nanjing Putian. Faced with unfavorable factors such as slowing macroeconomic growth, the Company resolutely implemented the decisions of the Leading Party Group of CETC and the Party Committee of CETC Glarun, and solidly promoted integrated development in six aspects: "strategy, business, management, system, teamwork, and culture". The Company strove for maintaining a stable foundation while making necessary changes to adapt to new challenges by strengthening centralized control, and actively expanding markets and reinforcing internal management. To achieve this, the Company implemented several measures. Firstly, it identified its development positioning, consolidated internal and external resources and actively integrated into the upstream and downstream industry chains to improve economic efficiency. Secondly, it took steps to reduce costs, improve efficiency and increase profits by strictly controlling low-profit businesses, clearing unprofitable subsidiaries, streamlining organizational structures, optimizing personnel structures, recovering accounts receivable and clearing inventory debts, and strengthening cost control. Lastly, it activated underperforming and idle assets and improved the quality of asset management to promote its stable development. During the reporting period, the Company realized operating revenue of 879.57 million yuan, and the net profit attributable to shareholders of the listed company was -47.39 million yuan, a decrease of 91.38 million yuan compared with the previous year. Development of main business during the reporting period: The Company upheld the concept of grand markets and strove to expand further into traditional industry markets by focusing on key industries and customers. It strengthened collaboration within the upstream and downstream industry chains of CETC and continuously increased its investment in technology research and development. Its primary objective was to excel in its core business and become a prominent player in the industry. The Company has set up the Industrial Development Department to actively promote the business coordination with the member units of CETC, and formed a variety of business cooperation modes such as system matching, product sales and joint research and development. The Company’s 12 products in 5 categories have been successfully selected into CETC’s internal preferred product catalogue, and the Company has become a qualified supplier of many member units of CETC. Additionally, the Company has obtained the qualification of second-class military secrecy organization, laying the foundation for actively exploring the military business market. In terms of integrated cabling products, on the basis of traditional distribution channels, the Company aimed at key industries and key customers and made breakthrough progress. It supported the construction of key projects such as mobile cabin hospitals in Shanghai, machine rooms of Shanghai Unicom Data Center, and Beijing Emergency Center; it actively followed up customers in military, financial and other industries and implemented an EPC project of an army; it won the bid for the data center project of Guangxi Branch of Bank of Communications, and achieved a breakthrough in the bank’s localization of its core machine rooms with domestic products. In terms of video conferencing products, the Company adopted the sales mode of "product distribution + direct orders from projects", and continued to strengthen customer stickiness. Targeting leading central enterprises and top-tier enterprises in finance and other industries, the Company won over 20 significant projects of central enterprises and aimed to deepen and refine its relationships with high-quality customers. It incorporated its self- developed products into tailored integrated solutions, promoting successful implementation of projects such as those of Jining Medical University and Daoli Public Security Sub-bureau. Additionally, the Company actively expanded its sales network by increasing its efforts in internet marketing and partnering with over 70 distributors. In regard to smart electrical products, the Company continued expanding its reach in the rail transit sector and won bids for Nanjing Metro Line 5, Beijing Metro Line 12 and Line 17, etc.; It also focused on developing new industrial connector products and building distributor channels. As for communication infrastructure products, the Company attached special importance to developing markets in industries such as rail transit, energy and power, and military industries. Its intelligent ODN products successfully won bids for key projects such as those of Beijing Metro, Hangzhou Pipeline, Western Theater and Shanghai Unicom. For smart lighting products, the Company strengthened its product structure, broadened its market channels and innovated its service models, achieving a total shipment of 370,000 solar controllers. It completed a key project, namely the construction of new rural street light systems in Nanjing, and achieved a new breakthrough in product development by providing customized solar-powered security monitoring controllers to Hikvision for the first time. 2. Revenue and costs (1) Composition of operating revenue Unit: yuan
operating profit ?Applicable □Not applicable Unit: yuan
data according to the range adjusted at the end of the reporting period in the latest year is □Applicable ?Not applicable (3) Whether the Company's physical sales revenue is greater than the labor service revenue ?Yes □No
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