[一季报]南 玻Ｂ(200012):2023年一季度报告（英文版）
原标题:南 玻Ｂ:2023年一季度报告（英文版） Chairman of the Board: CHEN LIN April 2023 Stock Code: 000012/200012 Short Form of Stock: Southern Glass A/B Notice No.:2023-020 CSG Holding Co., Ltd. The First Quarter Report 2023 The Company and all the members of the Board of Directors confirm that the information disclosed is authentic, accurate and complete, and there are no any fictitious statements, misleading statements or significant omissions carried in this report.Important Notice: 1. Board of Directors and the Supervisory Committee and its directors, supervisors and senior executives hereby confirm that the Quarter Report is authentic, accurate and complete and there are no any fictitious statements, misleading statements, or significant omissions carried in this report, and shall take individual and joint legal responsibilities. 2. Head of the Company, responsible person in charge of accounting and principal of the financial department (accounting officer) confirm that the financial information in this Quarter Report is authentic, accurate and complete. 3. Whether the First 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）Major accounting data and financial indicators Whether it has retroactive adjustment or re-statement on previous accounting data □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) Statement of change in the major accounting data and financial indicators and the causes √Applicable □ Not applicable Unit: RMB
1.The decrease in monetary funds was mainly due to the redemption of matured corporate bonds; 2. The increase in notes receivable was mainly due to an increase in pledged invoicing of notes receivable; 3. The increase in accounts receivable was mainly due to the increase in sales revenue of photovoltaic glass; 4. The increase in non-current assets due within one year was due to the fact that some large certificates of deposit would expire within one year; 5. The increase of other current assets was mainly due to the increase of input tax to be deducted by some subsidiaries; 6. The decrease in construction in progress was mainly due to the transfer of completed projects under construction to fixed assets of some subsidiaries; 7. The increase in long-term deferred expenses was mainly due to an increase in amortization items; 8. The increase of other non-current assets was mainly caused by the increase of advance payment for engineering equipment of subsidiaries; 9. The increase in short-term borrowings was mainly caused by the increase in borrowings of subsidiaries; 10. The decrease in employee compensation payable was mainly due to the payment of year-end bonuses for employees accrued in the previous year during the report period; 11. The decrease in non-current liabilities due within one year was mainly due to the redemption of matured corporate bonds; 12. The increase in special reserves was mainly due to the provision of special reserves; 13. The increase in operating income was mainly due to the increase in silicon materials and photovoltaic glass business; 14. The increase in operating costs was mainly due to the increase in silicon materials and photovoltaic glass business; 15. The increase in research and development expenses was mainly due to the increase in research and development; 16. The decrease in other income was mainly due to the decrease in amortization of deferred income of subsidiaries; 17. The decrease in investment returns was mainly due to a decrease in structural deposit returns; 18. The increase in credit impairment losses was mainly due to an increase in accounts receivable for photovoltaic glass; 19. The change in asset impairment loss was mainly due to the fact that it did not occur in the current period and the amount of the previous period was relatively small; 20. The decrease in asset disposal income was mainly due to the relatively small amount of asset disposal in the current period; 21. The increase in non-operating income was mainly due to an increase in insurance claims and payments that cannot be paid; 22. The decrease in non-operating expenses was mainly due to compensation expenses and other decreases; 23. The decrease in minority shareholder gains and losses was mainly due to a decrease in net profit of non wholly-owned subsidiaries; 24. The increase in the net amount of other comprehensive income after tax was mainly due to changes in the translation differences in foreign currency statements. II. Information of shareholders (I) The total number of common shareholders and the number of preference shareholders with voting rights recovered as well as 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) The total number of preference shareholders of the company and particulars about the top ten preference shareholders □ Applicable √ Not applicable III. Statement on other important matters √Applicable □ Not applicable 1 .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%, and completed the redemption and delisting on March 27, 2023 (the original redemption date for this bond was March 25, 2023, but due to a statutory rest day, it was postponed to the first trading day thereafter). 2. Guarantee situation The 2021 Annual General Meeting of the Company reviewed and passed the Proposal for the 2022 Guarantee Plan, and agreed to provide a total amount of not exceeding RMB16,268 million (including the effective and unexpired amount) for the 2022 credit line from financial institutions to subsidiaries at all levels within the scope of consolidated statements (hereinafter referred to as “all subsidiaries”). Among them, the total amount of guarantee for all subsidiaries with an asset-liability ratio below 70% shall not exceed the equivalent amount of RMB15,018 million (including the effective and unexpired amount), and the total amount of guarantee for all subsidiaries with an asset-liability ratio of 70% or above shall not exceed the equivalent amount of RMB1,250 million (including the effective and unexpired amount).The Company’s external guarantees are all provided for subsidiaries within the scope of consolidated statement. As of March 31, 2023, the actual guarantee balance incurred was RMB 4674.94 million (including RMB 291.24 million for companies with an asset liability ratio of 70% or above), accounting for 36.37% of the net assets attributable to the parent company at the end of 2022 of RMB 12854.88 million and 18.05% of the total assets of RMB 2590.41 million. The company has no overdue guarantees. The Company’s 2021 Annual General Meeting reviewed and passed the Proposal on the Development of Asset Pool Business in 2022. In order to achieve the overall management of the Company’s assets such as bills and letters of credit, the General Meeting of Shareholders approved the Company and its subsidiaries to conduct asset pool business of no more than RMB800 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 March 31, 2023, the actual pledged amount of asset pool business was 542.2131 million yuan, and the financing balance was 542.0604 million yuan. 3. 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. 4. 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 "Notice 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 and July 28, 2022, Chongqing Xinyu forcibly sold 36.5289 million shares of Southern Glass A held by Zhongshan Runtian through Block trade, accounting for 1.19% of the Company's total share capital. On December 8, 2022, the Company received a letter from shareholder Zhongshan Runtian regarding the reduction of shares. It was learned that Zhongshan Runtian's "Southern Glass A" shares had accumulated a reduction of 31.1211 million shares from July 29, 2022 to December 7, 2022, accounting for 1.01% 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 18,983,447 shares, and the shareholding ratio decreased from 2.82% to 0.62%. 5. Lawsuits (1) 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. (2) In September 2022, the Company received a civil lawsuit from the Nanshan District People's Court in Shenzhen. Zhongshan Runtian Investment Co., Ltd. filed a lawsuit with the court regarding the dispute over the effectiveness of the resolution of the Company's Second Extraordinary Shareholders' Meeting in 2022. For specific details, please refer to the "Announcement on Lawsuit Involved by the Company" (Announcement No. 2022-056) disclosed by the Company on CNINFO. The first trial of the case was held on February 10, 2023 in the Nanshan District Court of Shenzhen and is awaiting judgment. 6. Shenzhen Guanlong Logistics Co., Ltd.'s increases its shareholding in Southern Glass A The Company received a notification letter from Shenzhen Guanlong Logistics Co., Ltd. (hereinafter referred to as "Guanlong Logistics") from March 19, 2023 to March 21, 2023. It was learned that on March 17, 2023, Guanlong Logistics increased its holdings of 160,000 shares of the Company through centralized bidding through the securities trading system of Shenzhen Stock Exchange, accounting for 0.0052% of the total share capital of the Company. At the same time, Guanlong Logistics plans to increase its holdings of the Company's unrestricted A-shares within six months after three trading days from the disclosure date of the increase plan by means of centralized bidding or block trade through the trading system of Shenzhen Stock Exchange, with the proportion of increase not less than 5% of the Company's total capital stock and not more than 6.26% of the Company's total capital stock. On the evening of March 22, 2023, the Company disclosed the "Announcement on Shareholders' Increase of Company Shares and Subsequent Increase Plan" (Announcement No. 2023-006). IV. Quarterly financial statements (I) Financial statements 1. Consolidated Balance Sheet Prepared by CSG Holding Co., Ltd. March 31, 2023 Unit: RMB
department: Wang Wenxin 2. Consolidated Income Statement Unit: RMB
department: Wang Wenxin 3. Consolidated Cash Flow Statement Unit: RMB |
