[年报]深粮B(200019):2022年年度报告（英文版）
原标题:深粮B:2022年年度报告（英文版） April 2023 Section I. Important Notice, Contents and Interpretation Board of Directors, the board of supervisors, all directors, supervisors and senior executives of SHENZHEN CEREALS HOLDINGS CO.,LTD. (hereinafter referred to as the Company) hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. Principal of the Company Hu Haixiang, Head of Accounting Lu Yuhe and Head of Accounting Institution (Accounting Supervisors) Wen Jieyu hereby confirm that the Financial Report of Annual Report 2022 is authentic, accurate and complete. All Directors have attended the Board Meeting for deliberation of this Report. Concerning the forward-looking statements with future planning involved in the annual report, they do not constitute a substantial commitment for investors. Securities Times, China Securities Journal, Hong Kong Commercial Daily and Juchao Website (www.cninfo.com.cn) are the media appointed by the Company for information disclosure. All information of the Company disclosed in the above mentioned media should prevail. Investors are advised to exercise caution of investment risks. The Company has analyzed the risk factors that the Company may exist and its countermeasures in the report. Investors are advised to pay attention to read “Prospect for future development of the Company” in the report of Section III Discussion and Analysis of the Operation. This report has been prepared in Chinese and English version respectively. In the event of difference in interpretation between the two versions, Chinese report shall prevail. The profit distribution plan that was deliberated and approved by the Board Meeting is: based on total share capital of 1,152,535,254, distributed cash bonus of 2.5 yuan (tax inclusive) for every 10 shares, 0 share bonus issued (tax inclusive) and no transfer of capital reserve into share capital. Contents Section I. Important Notice, Contents and Interpretation ................................................................................................................. 2 Section II Company Profile and Main Financial Indexes ................................................................................................................... 6 Section III Management Discussion and Analysis ............................................................................................................................. 12 Section IV Corporate Governance ..................................................................................................................................................... 38 Section V. Environmental and Social Responsibility ........................................................................................................................ 61 Section VI. Important Events ............................................................................................................................................................. 63 Section VII. Changes in Shares and Particulars about Shareholders ........................................................................................... 108 Section VIII. Preferred Stock ........................................................................................................................................................... 116 Section IX. Corporate Bonds ............................................................................................................................................................ 117 Section X. Financial Report .............................................................................................................................................................. 118 Documents Available for Reference 1. Text of financial statement with signature and seals of legal person, person in charge of accounting works and person in charge of accounting institution; 2. Original audit report with seal of accounting firm and signature and seal of the CPA; 3. Original and official copies of all documents which have been disclosed on Securities Times, China Securities Journal, Hong Kong Commercial Daily and Juchao Website (www.cninfo.com.cn) in the reporting period; 4. Original copies of 2022 Annual Report with signature of the Chairman. Interpretation
I. Company information
CPA engaged by the Company
Financial consultant engaged by the Company for performing continuous supervision duties in reporting period □ Applicable ? Not applicable VI. Main accounting data and financial indexes Whether it has retroactive adjustment or re-statement on previous accounting data or not □Yes ?No
audit report of last year shows that the ability to continue operating is uncertain □Yes ?No The lower one of net profit before and after deducting the non-recurring gains/losses is negative □Yes ?No VII. Difference of the accounting data under accounting rules in and out of China 1. Difference of the net profit and net assets disclosed in financial report, under both IAS (International Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles) ? Applicable □ Not applicable Unit: RMB/CNY
rules and Chinese GAAP (Generally Accepted Accounting Principles) □ Applicable ? Not applicable The Company has no above mentioned condition occurred in the period 3. Explanation on differences of the data under accounting standards in and out of China □ Applicable ? Not applicable VIII. Main financial index disclosed by quarter Unit: RMB/CNY
disclosed in the Company’s quarterly report and semi-annual report? □Yes ? No IX. Items and amounts of extraordinary profit (gains)/loss ? Applicable □ Not applicable Unit: RMB/CNY
The Company does not have other gains/losses items that conform to the definition of non-recurring gains/losses Information on the definition of non-recurring profit(gain)/loss that listed in the Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary (non-recurring) Profit(gain)/loss as the recurring profit(gain)/loss □Applicable ?Not applicable The Company does not have any non-recurring profit(gain)/loss listed under the Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary (Non-recurring) Profit(Gain)/Loss defined as recurring profit(gain)/loss Section III Management Discussion and Analysis I. Industry of the Company during the reporting period (i) The basic situation, development stage, cyclical characteristics of the industry and the company’s position in the industry shall highlight the major changes occurring during the reporting period. The year 2022 was a very important year for the development of the Party and the country.In the face of stormy international environment and arduous domestic tasks of reform, development and stability, the CPC Central Committee with comrade Xi Jinping as its core has united and led the whole Party and the people of all ethnic groups to rise to the challenges, coordinated both domestic and international situations and intensified macro-control efforts to ensure overall economic and social stability. The great strategic goal of accelerating the building of a strong agricultural country was clearly put forward at the CPC National Congress. In 2022, China's agriculture and rural areas continued to maintain a sound development momentum, with grain harvest in adversity. The output reached a record high and the soybean oil seed expansion exceeded expectations, successfully achieving the goal of stable production and supply. Compared with the international market, domestic grain prices were relatively stable and food security was effectively guaranteed. In 2022, there was no significant change in international grain production and consumption. However, due to various factors at home and abroad, international grain prices fluctuated wildly, grain imports declined, and some domestic and provincial grain and oil prices rose. The stable domestic and provincial food supply foundation has smoothed the transmission of international food price fluctuations to China to some extent. In the second half of the year, the international and domestic grain supply and demand were basically stable, and grain consumption showed a trend of recovery. The trend of grain and oil prices was expected to be stable and weaken, and the uncertainties of price fluctuations still remained. First, in the international market, grain prices showed a trend of "rising and then declining", with wild price fluctuations, but there was no significant change in the fundamentals of production and consumption; Second, in the domestic market, grain production had another bumper harvest, and overall prices of unprocessed grains and edible vegetable oils rose; Third, in the provincial market, grain production and transfer increased, grain ration prices were stable, and prices of feed grain and edible oil rose. (ii) The major impact of newly promulgated laws, administrative regulations, departmental rules, and industry policies on the industry. In February 2022, the CPC Central Committee and the State Council issued the Opinions of the CPC Central Committee and the State Council on Promoting Key Tasks of Rural Revitalization by 2022 (hereinafter referred to th as “the Opinions”), which is the 19 No. 1 Document of the Central Committee to guide the work related to agriculture, rural areas and farmers since the new century. The Opinions set priorities for comprehensively promoting rural vitalization by 2022, and specified two bottom-line tasks: ensuring national food security and preventing large-scale return to poverty; key tasks in three aspects: rural development, rural construction, rural governance; promoting the realization of “two news”: new progress in rural revitalization and new steps in agricultural and rural modernization. In terms of ensuring national food security, the No. 1 Document of the Central Committee for 2022 prioritized grain production and the supply of important agricultural products, and emphasized on the necessity to maintain cultivated land, stabilize output and adjust the structure. The Opinions emphasized “implementing the ‘tooth’ hard measures for the protection of cultivated land and strictly maintaining the red line of cultivated land of 1.8 billion mu”. On the basis of the joint responsibility of the Party and government for food security proposed in No.1 Document for 2021, the joint responsibility of the Party and government for the protection of cultivated land and lifelong accountability were further proposed in No.2 Document for 2022. The Opinions pointed out to vigorously adjust and optimize the agricultural structure, expand the seeds of soybean, rape and other oil crops, and vigorously implement soybean and oil production capacity improvement projects. th In October 2022, the Report of the 20 CPC National Congress made an overall plan for the work of agriculture, rural areas and farmers. For the first time, the term “strength in agriculture” was included in the report of the CPC National Congress, which provides fundamental guidelines for the work of agriculture, rural areas and farmers on the new journey in the new era. The report made important arrangements for “consolidating the foundation of food security in all aspects, fully implementing the joint responsibility of the Party and government for food security, strictly maintaining the red line of cultivated land of 1.8 billion mu”, “ensuring that the rice bowls of Chinese people are firmly held in their own hands”, and “ensuring the security of food, energy resources, and important industrial and supply chains”. Next, we shall further implement the “grain storage in the land” and intensify the protection of cultivated land and farmland construction. We shall implement the strictest cultivated land protection system, strengthen “tooth” hard measures, and strictly maintain the red line of cultivated land of 1.8 billion mu. We shall optimize production layout and enhance comprehensive grain production capacity. We shall improve and guarantee national laws and regulations for food security, fully implement the joint responsibility of the Party and government for food security, strictly perform assessment on the responsibility system for the protection of cultivated land and food security, and share the responsibility in major producing areas, major marketing areas and production-marketing balanced areas. We shall strengthen the construction of functional grain production areas, take multiple measures at the same time to promote stable and increased grain production, and keep annual grain output above 650 million tons. We shall implement the concept of big food and develop food resources in an all-round and multi-channel manner. II. Main businesses of the Company during the reporting period Main business of the Company includes the wholesale and retail business, food processing and manufacturing business, leasing and commerce service business. The wholesale and retail business are mainly rice, wheat, rice in the husk, corn, sorghum, cooking oil and other varieties of grain and oil as well as the sales of fine tea, beverage and condiment. During the reporting period, the company overcame many adverse factors such as decline in market demand and fluctuation of grain price, took multiple measures to ensure supply and stable supply, and continued to optimize the products, strengthen the brand and expand the market. Mainly supplied wheat, rice, corn, barley, sorghum and other raw grain to customers such as the industry's large traders, feed processing and flour processing enterprises and so on; mainly sold rice, flour, cooking oil, high-quality tea, beverages and other products to demand units and community residents. Food processing and manufacturing business are mainly the processing the technology research in aspect of flour, rice, cooking oil, tea and natural plant extracts, beverage and condiments etc. The company’s flour brands and products include “Jinchangman”, “Yingshanhong” and “Hongli” series bread flour; “Clivia” and “Canna” series tailored flour for cakes and steamed bun; “Sunflower” wheat flour for noodles and cookie flour; “Tianlvxiang” wheat flour for bread, refined flour and dumpling flour etc.; Rice products include “Shenliang Doximi”, “Guzhixiang”, “Gufengxianman”, “Runxiangliangpin”, “Hexiang” and “Taitai Fukou” etc. Cooking oil products include brands such as “Shenliang Fuxi”, “Shenliang Jinxi” and “Youtian” etc. Tea brands mainly include “Ju Fang Yong” tea; “Yichong” fresh extract, “Jindiao” instant tea powder and other tea deep-processed products, as well as “Shenbao” chrysanthemum tea, lemon tea, and “Cha Mi Xiang Qi” and other series of tea drinks. Condiments are mainly “Sanjing” oyster sauce and sauces. Several brands have formed product series, including “SZCH Yushuiqing” rice, noodles, oil, and coarse cereals series, “Jiaxi” rice & noodles series, “Jinchangman” noodles & oil series, Black-faced Spoonbill tea, rice, oil, drinking water, non-staple food and condiment series, etc., and the launch of Yueqiu tea wine continues to enrich the product structure. The leasing and business service refers to providing the professional import & export trade, warehousing & storage, logistic & distribution, quality inspection & information technology services, property leasing and management, business operation management services for all kinds of clients in the upstream and downstream of the industrial chain, by using the advantage of brand reputation, operation service capacity and facility technology that accumulated in field of grain and oil market. Dongguan smart gain logistics complex is a comprehensive grain distribution service body integrating five major functions: grain & oil terminal, transit reserve, testing & distribution, processing & production and market trading; Shenliang Quality Inspection was awarded as “Guangdong Shenzhen National Grain Quality Monitoring Station”. the subsidiary Shenliang Cold Chain provides cold chain of food storage and distribution services to the customers, and Shenliang Property is a professional assets management platform enterprise. III. Core Competitiveness Analysis The company enhances the endogenous power by deepening reform, strengthens the “extensive” development by innovation cooperation, and continuously upgrades and transforms the governance pattern, development quality, and guarantee ability, and has embarked on a path of sustainable and high-quality development through self-innovation, and become a highly competitive, innovative and influential”ten billion” backbone grain enterprise in the domestic grain industry. (1) Operation mechanism The core management team of the company has rich experience, and has a strong strategic vision and pragmatic spirit. Combined with the actual development of the Company, formulated a set of effective mechanisms to promote the quality and efficiency of business development. The company vigorously promotes the innovation and transformation of business models, and actively promotes the transition from “trade-oriented enterprises” to “service-oriented enterprises”, and from “operational management and control” to “strategic management and control”. In business control, through the own information management system, realizes a seamless link between the “operation” and “planning, capital, quality inspection, inventory, risk control and discipline”, building a strict “six-in-one” system of controlling to effectively reduce the operational risks while fully participating in the market competition, and achieving a deep integration of “ensuring grain security” and “promoting development”. Through deeply promotes the strategy of “talent strengthening the enterprises”, continuously innovative talent training mechanism to creates a high-quality talent supply chain, the company has established an open talent team to meet the long-term development of enterprises and reserve intelligence for the enterprise upgrading and development. The company has innovated and implemented the EVA performance appraisal mechanism and established a result-oriented incentive and restraint assessment mechanism which effectively built the performance culture and stimulated the viability within the enterprise. The company insists on cultivating and advocating the corporate culture with “people-oriented, performance first, excellent quality, and harmony” as the core values, combines the personal development goals of employees with the corporate vision, and enhances the cohesiveness and centripetal force of the enterprise. (2) Business model The company deeply engages in segmenting the target market, provides diversified product supply services for customers in different areas of the industry chain, establishes a multi-level product supply network covering online and offline, and realizes the transformation of product supply to “remoteness, intelligentization, and self-service”. In terms of grain and oil trading services, the bulk commodity trading platform www.zglsjy.com.cn created by its subsidiary Hualian Company efficiently integrates business flow, logistics, and information flow, improves circulation efficiency, and provides spot listings, one-way bidding, basis price, financing, logistics, quality inspection, information and other services for internal business units, suppliers and customers. In terms of e-commerce, SZCH Doximi actively promotes the development of new grain retail formats such as “Internet + Grain” and “Community Automatic Grain Sales Stations”, and has opened channels on e-commerce platforms such as Tmall and Jingdong Mall so as to promote the deep integration of online and offline e-commerce platforms. In terms of group meal supply, its subsidiary SZCH Beige has established a one-stop distribution service platform serving large end customers, providing high-quality and safe smart group meal food services for group users such as enterprises, schools, and government institutions. In terms of comprehensive tea drinking services, its subsidiary Shenbao Investment has launched a micro-complex “Cha Mi Xiang Qi” with a combination of “light drinks”, “light food” and “light retail” functions. (3) Information technology The company attaches great importance to the transformation and upgrading of traditional industries with modern technological means, and actively introduces new-generation information technologies such as the Internet of Things, cloud computing, big data, and mobile Internet into grain management, forming an information system development. The company’s informatization construction capability is at the leading level in the grain reserves industry, taking the lead in building the warehouse management of “standardization, mechanization, informatization, and harmlessness” in the industry, the self-developed “Grain Logistics Information System (SZCG GLS)” has built a framework for the construction of grain informatization work, innovated the grain management model, led the development direction of the grain industry, and became a benchmark for the national grain industry. The project was awarded the “National IoT Major Application Demonstration Project” by the National Development and Reform Commission and the Ministry of Finance. The company has undertaken a number of national-level research projects, the results of a number of informatization projects have won national, provincial and municipal awards, and dozens of information systems have been developed and are operating normally. (4) R&D capabilities The company has strong research and development capabilities in the field of food and beverage, and gathers leading technological advantages and equipment systems. The subsidiary Shenbao Huacheng owns the Jiangxi provincial enterprise technology center, Shenzhen municipal research and development center (technology center) and Shenzhen plant deep processing technology engineering laboratory and have obtained national high-tech enterprise certification. And also owns a number of patented technologies for tea powder, tea concentrated juice and plant extraction independently researched and developed, published dozens of scientific papers, and won a number of awards such as Science and Technology Progress Award of the Ministry of Agriculture, Shennong Chinese Agricultural Science & Technology Award of the Chines Society of Agriculture, Science & Technology Achievement Award of Chinese Academy of Agricultural Sciences, Science and Technology Award of China National Light Industry Council, Zhejiang Science and Technology Award, Jiangxi Science and Technology Progress Award and Shenzhen Science & Technology Progress Award, etc., presided over or participated in the preparation of a national standards “GBT 21733-2008 Tea Beverages” and two industry standards, i.e. “Tea Concentrates for Food Industry - Light Industry Standard QB-T 4068- 2010” and “Instant Tea for Food Industry - Light Industry Standard QB-T 4067-2010”. Wuhan Jiacheng Company is a national-level high-tech enterprise, a supporting unit of Hubei Food Fermentation Engineering Technology Research Center, a key backbone enterprise in the national biological fermentation industry, a unit undertaking national agricultural transfer funds, innovation funds, and major key projects, and has participated in drafting a number of national standards, industry development plans and related policies, and has published dozens of papers, monographs, and has a number of national patents for invention. (5) Quality control The company implements grain and oil quality standards that are higher than national standards. The subordinate Shenliang Quality Inspection has the leading grain and oil quality inspection technology and equipment in the domestic grain industry, and is included in the national grain quality supervision and inspection system. It was awarded the “Guangdong Shenzhen National Grain Quality Monitoring Station” by the State Administration of Grain and obtained the assessment certificate of agricultural product quality and safety inspection agency (CATL) testing capability items. Shenliang Quality Inspection lists pesticide residues, heavy metal pollutants, fungal toxins and other hygiene indicators as well as food taste indicators in the daily inspection indicators. It has the ability to detect four types of indicators of generic quality, storage quality, food security & quality and other four types of indicators of testing capacity. The detection capability can meet the relevant quality detection requirements of grain and oil products, and can accurately analyze the nutritional composition and hygienic indicators of the grain and determine its storage and edible quality. It has created the “digital laboratory” in the grain industry, real-time monitoring of the entire process of cuttings, testing, distribution, etc., relying on collaborative platforms to save, retrieve, integrate, analyze and share grain and oil testing data to achieve 100% coverage of grain & oil product inspection. Has the internationally recognized quality control system. Its subsidiary Shenbao Huacheng Company has established a quality control system recognized by large international food and beverage companies, and has successfully passed the quality certification of global suppliers of Coca-Cola, Lipton, Kraft, Suntory, and Nestlé. Subsidiary Wuhan Jiacheng Company’s series of products have passed the certification of European Organic Products (EOP), US National Organic Program and other relevant system certification, and also obtained the product registration certificate of Russian red currant and special registration certificate of US FDA products for import, etc. (6) Brand effect The company was awarded the “Top 500 Service Enterprises in China”, “China’s Most Influential Grain & Oil Group”, “China Top Ten Grain and Oil Groups”, “China Top 100 Grain and Oil Enterprises”, “National Leading （未完）  |