[年报]南 玻Ｂ(200012):2022年年度报告（英文版）
原标题:南 玻Ｂ:2022年年度报告（英文版） Chairman of the Board: CHEN LIN April 2023 Section I. Important Notice, Content and Paraphrase 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 individual and joint legal responsibilities for the facticity, accuracy and completeness of the whole contents. Ms. Chen Lin, Chairman of the Board, Ms. Wang Wenxin responsible person in charge of accounting and Ms. Wang Wenxin, principal of the financial department (accounting officer) confirm that the Financial Report enclosed in this Annual Report 2022 is true, accurate and complete. All directors were present at the meeting of the Board for deliberating the annual report of the Company in person. The future plans, development strategies and other forward-looking statements mentioned in this report do not constitute a material commitment of the Company to investors. Investors and relevant parties should pay attention to investment risks, and understand the differences between plans, forecasts and commitments. The Company has described the risk factors and countermeasures of the Company's future development in detail in this report. Please refer to Section III. Management Discussion and Analysis. The Company is required to comply with the disclosure requirements of "Non metallic Building Materials Related Business" in the "Self regulatory Guidelines for Listed Companies on the Shenzhen Stock Exchange No. 3- Industry Information Disclosure (Revised in 2023)". The deliberated and approved plan of profit distribution in the Board Meeting is distributing cash dividend of RMB 1.5 yuan (tax included) for every 10 shares to all shareholders based on 3,070,692,107 shares of the total current share capital, 0 bonus shares (including tax) will be given, and no capital stock will be converted from provident fund. The actual amount of the cash dividend distributed will be determined according to the total share capital on the registration date of the Company's implementation of the profit distribution plan. 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. Content Section I. Important Notice, Content and Paraphrase .......................................................................... 1 Section II. Company Profile& Financial Highlights ............................................................................ 5 Section III. Management Discussion and Analysis ............................................................................ 10 Section IV. Corporate Governance .................................................................................................... 49 Section V. Environment and Social Responsibility ............................................................................ 71 Section VI. Important Events ............................................................................................................. 76 Section VII. Changes in Shares and Particulars about Shareholders ................................................. 95 Section VIII. Preferred shares .......................................................................................................... 103 Section IX. Bonds ............................................................................................................................ 104 Section X. Financial Report ............................................................................................................. 105 Documents Available for Reference I. Text of the financial report carrying the signatures and seals of the legal representative, responsible person in charge of accounting and person in charge of financial institution; II. Original of the Auditors’ Report carrying the seal of accounting firm and the signatures and seals of the certified public accountants; III. All texts of the Company’s documents and original public notices disclosed in the website and papers appointed by CSRC in the report period. Paraphrase
Section II. Company Profile& Financial Highlights I. Company information
CPA firm engaged by the Company
□ Applicable √ Not applicable Financial consultant engaged by the Company for performing continuous supervision duties in the report period □ Applicable √ Not applicable VI. Main accounting data and financial indexes Whether it has retroactive adjustment or restatement on previous accounting data √Yes □No Reasons of retroactive adjustment or restatement changes in accounting policies
Enterprises No. 15" (Finance and Accounting [2021] No. 35), which was implemented by the Company from January 1, 2022. For trial sales that occurred between the beginning of the financial statement presentation period and the date of implementation of this interpretation for the first time, the Company has made retrospective adjustments in accordance with the provisions of the interpretation, and retroactively adjusted comparable period information. The lower of the Company’s net profit before and after the deduction of non-recurring gains and losses in the last three fiscal years is negative, and the auditor's report of the previous year shows that the Company’s going concern ability is uncertain □ Yes √ No The lower of the net profit before and after the deduction of the non-recurring gains and losses is negative □ Yes √ No VII. Accounting Data Differences under and Foreign Accounting Standards 1. Net Income and Equity Differences under CAS and IFRS □ Applicable √ Not applicable No such differences for the Report Period. 2. Net Income and Equity Differences under CAS and Foreign Accounting Standards □ Applicable √ Not applicable No such differences for the Report Period. VIII. Main financial indexes by quarter Unit: RMB
index disclosed in the Company’s quarterly report and semi-annual report or not □Yes √ No IX. Items and amounts of non-recurring gains and losses √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. 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. Section III. Management Discussion and Analysis I. Particulars about the industry the Company engages in during the report period Flat glass industry Float glass industry: In 2022, the float glass industry saw a decline in production capacity due to a weaker market. According to the statistics of third-party industry information institutions, by the end of 2022, there were 241 float glass production lines in production in China, with a total daily melting capacity of about 162,000 tons, a year-on-year decrease of 7.37%. The traditional application direction of float glass is mainly building materials, and its market demand change is positively related to infrastructure investment and the prosperity of the real estate industry. According to the data from the National Bureau of Statistics, in 2022, the new construction area of domestic housing and the completed area declined by 39.4% and 15% year-on-year respectively. The adjustment of the real estate market resulted in a cyclical adjustment in the float glass market. However, with the progressive implementation of the national “double carbon policy” over recent years, the proportion of green buildings has been continuously increasing, and that of energy-saving glass will demonstrate a significant rise. It can be expected that the deep processing rate of flat glass in the building materials field will further increase during the “14th Five-Year Plan” period, which will drive the structural demand for deep-processing high-end float products to increase. With the development of the economy and the promotion of people’s living standards, the need for improvement has been booming, and the demand for high-quality products such as ultra-white float glass will see a sharp increase. The above-mentioned adjustment of product demand structure and the incremental demand for high-quality products will benefit the leading enterprises in the industry’s high-end market. Photovoltaic glass industry: With the booming development of the global new energy industry, the photovoltaic industry is stepping into a phase of rapid development. In 2022, due to the imbalance between supply and demand, the price of the photovoltaic industrial chain has kept rising. However, at the end of the year, the release of the production capacity of silicon materials and slack season of the industry led to a considerable drop in the prices of silicon materials, silicon wafers, and cells. The price fluctuation of the photovoltaic industrial chain has made a certain influence on the installation demand in the downstream photovoltaic market. In 2022, multiple photovoltaic glass production lines were put into production, seeing a significant increase in the supply of glass, increasingly fierce competitions in the photovoltaic glass market, and an imbalanced supply-demand relationship in the market in a short term. In 2022, the domestic price of photovoltaic glass remained at a middle or low level, with little fluctuation in general. In addition, the rise of natural gas saw a dramatic increase and that of dense soda ash maintained at a high level, leading to a constant rise in the production costs of photovoltaic glass. In 2022, the demand in the global photovoltaic industry was still powerful. According to the data from the China Photovoltaic Industry Association (“CPIA”), the global photovoltaic installed capacity was approximately 230GW in 2022, a year-on-year increase of 35.3%. With the orderly implementation of the domestic distributed photovoltaic policy of “whole-county promotion” and a large-scale wind power photovoltaic bases, the photovoltaic installed capacity in China has kept increasing. According to the statistics of the National Energy Administration, the domestic photovoltaic installed capacity was approximately 87.41GW in 2022, a year-on-year increase of 59.3%. In particular, the centralized photovoltaic installed capacity was approximately 36.29GW, accounting for around 41.5% of the installed capacity in China. The distributed photovoltaic installed capacity was approximately 51.11GW, consuming about 58.5% of the installed capacity in China. In 2022, the demand in overseas market has increased as well. Chinese total export of photovoltaic products (silicon wafers, cells, and modules) saw a year-on-year growth of 80.3%, and European market showed the largest increase. The Russia-Ukraine conflict in 2022 resulted in a surge in European electricity prices. Major European countries have made an increase adjustment in the photovoltaic installation plan. According to the statistics of the Solar Power Europe, in 2022, the photovoltaic installed capacity of the 27 countries in the EU was 41.4GW, a year-on-year growth of 47%. With the constant advancement of photovoltaic module technologies, the photovoltaic glass will embrace a new development trend. The production of photovoltaic rolled glass has demonstrated the development trend of larger kilns, wider plates, thinner thickness, and larger glass size. Besides, the utilization rate of double-glass modules has seen a constant increase. At present, the kiln scale of photovoltaic glass has been sharply increased, most of which is 1000t/d and above; each proposed kiln is mainly with at least five lines; the plate of photovoltaic glass has been widened with a width of 1.3m; the double-glass modules mainly adopt glass with a thickness of 2.0mm in the cover plates and back panels, and some enterprises have started to use ultra-thin glass with a thickness of 1.6mm; in 2022, the demand for large-size modules of 182mm and 210mm was rapidly increased. According to the statistics of CPIA （CHINA PHOTOVOLTAIC INDUSTRY ASSOCIATION）, the proportion of silicon wafers with the size of 182mm and 210mm has reached 82.8% in 2022, and the glass with a plate width of 1,128mm and 1,297mm emerged as the mainstream in the market. Architectural glass industry The architectural glass business is to further process the original float glass sheet to manufacture energy-saving building glass products with both safety and aesthetic effects in order to improve the energy-saving and safety performance of buildings, as well as the visual aesthetic effects. Building energy-saving glass has made a significant contribution to energy saving in the process of building use. The penetration rate in developed countries in Europe and the United States has already exceeded 80%, but the overall penetration rate in China is still low. The total number of buildings in China is huge. In order to cope with the pressure of global warming, to achieve the goals of “Carbon Peaking in 2030 and Carbon Neutrality in 2060”, and to reduce building energy consumption and carbon emissions, it is imperative to reduce the energy consumption and carbon emissions of buildings, to vigorously develop green buildings, and to carry out energy-saving renovation of existing buildings. According to the Action Plan for Promoting the Establishment of Green Buildings issued by the Ministry of Housing and Urban-Rural Development and the Ministry of Industry and Information Technology, as well as the national Action Plan for Carbon Peaking Before 2030, Comprehensive Work Plan for Energy Conservation and Emission Reduction during the 14th Five-Year Plan, and other guidance documents’ requirements, 100% of the newly-built urban building should meet the green building standards in 2025 (about 50% in 2020). It is expected that the architectural glass business will gain significant development opportunities during the “14th Five-Year Plan” period. In addition, with the gradual improvement of domestic social consumption level in recent years, building energy conservation, safety standards, and quality requirements have been continuously improved. In practice, the bad practice of winning the bid by the lowest price for construction projects has been initially reversed, and the quality and influence of “Made in China” have been increasingly recognized around the world, which will bring broader development space to advantageous enterprises that attach importance to product quality and technological innovation, as well as stable industrial chain and supply chain. Electronic glass and display industry Electronic glass Electronic glass, with its unique performance advantages such as high transmittance, high strength in ultra-thin state, reliable and stable weather resistance, and processing convenience, is an indispensable material for cover glass and touch control plate of intelligent display interactive application terminals such as smartphones, tablets, and computers. And it is developing rapidly with the intelligent interactive display industry. With the popularization of information and communication technologies such as 5G and the development of the mobile Internet, the production and lifestyle of human society are gradually developing into a new form of high integration of people, machines, things, and information, in which everything is interconnected, driving the demand for intelligent equipment to increase rapidly and significantly. In recent years, in addition to the rapid popularization of mobile Internet terminals such as smartphones, tablets, and computers, the vigorous development of smart homes, new energy vehicles, smart factories, smart business displays, advanced education, medical care, conferences, self-service, and other industries has brought about the incremental demand for human-computer interaction equipment, which provides a broader market prospect and market space for the electronic glass industry, and also provides a market opportunity for leapfrogging development to upstream material manufacturers with leading technological innovation capability and benign operation. Display With the rapid development of new energy vehicles and intelligent vehicles, the demand for vehicle display panels has become powerful. According to the latest research report from the industrial research data on 8 February 2023, the demand for vehicle display panels will keep increasing in 2023. The total shipment volume is estimated to exceed 200 million, with an average of over two vehicle display panels per car. According to the data from Omdia, the shipment volume of vehicle display panels is expected to achieve 253 million in 2026, with a compound growth rate of 6.7% from 2021 to 2026. The intelligent vehicle industry has a good development prospect. Solar energy industry At present, the new development ideology centred on “Green Development” has gradually become the consensus of all countries in the world. Major economies in the world have successively proposed “Carbon Neutrality” timetables. China has also made a solemn commitment of “Carbon Peaking in 2030 and Carbon Neutrality in 2060” to the world. The transformation of the global energy structure has begun to accelerate, and photovoltaic energy has become an important engine to undertake energy transformation with its significant advantages such as cleanliness, safety, and economy. Driven by favourable factors such as the continuous decline in the cost of photovoltaic power generation and the global green recovery, the photovoltaic installed capacity around the world will continue to grow rapidly, and the solar photovoltaic industry will have huge development potential and industry prospects in the future. The photovoltaic new energy industry is a strategic emerging industry in China, acting as an essential guarantee for the country to realize energy safety and green development. After over twenty years of development, the industrial position has developed from clean energy to “the most economical” energy today. Driven by the global climate environment requirements of “carbon peaking and carbon neutrality”, photovoltaic power generation will progressively become the mainstay of the energy structure. With the ever- changing innovation of photovoltaic industrial technologies, photovoltaic power generation will comprehensively move towards an era of parity price. Most areas in China have achieved parity or even lower than the coal-fired benchmark electricity price. Under this circumstance, the market share of the photovoltaic industry will further concentrate on the enterprises with core advantages, including technologies, scales, and supply chain management. Due to the significant advantages such as cleanliness, safety, and inexhaustibility, solar energy sees a limitless and promising development prospect. In 2022, according to the statistics of InfoLink Consulting’s supply and demand database, the global photovoltaic supply volume was 278GW, with an annual growth rate of 56%. The total demand in 2023 is estimated to be 338-398GW. According to the relevant information from the National Energy Administration, the domestic photovoltaic industry has made considerable achievements with new breakthroughs. First, the annual installed capacity of photovoltaic power generation reached 87.41GW, a year-on-year increase of 60%, which hit another record high and emerged as the type of power source with the largest scale of installation and the fastest growth rate. Second, the annual installed capacity of distributed photovoltaics reached 51.11GW, a year-on-year increase of 75%, consuming 60% of the total installation scale of photovoltaic power generation, emerging as the primary force for new photovoltaic installation, and demonstrating a new pattern that divided the domain into three, referring to the centralized power stations, commercial and industrial distributed photovoltaics, and household photovoltaics. Third, the overall installed capacity of photovoltaic power generation surpassed 390GW, becoming the power with the third largest installation scale after the thermal power and the hydroelectricity. Fourth, the annual amount of photovoltaic power generation reached 425 billion kWh, having increased by approximately 100 billion kWh, taking up 30% of the total new power generation capacity. The effect of renewable energy substitution has become increasingly obvious, acting as a strong support for green and low-carbon transformation of energy. Fifth, the export of photovoltaic products exceeded USD50 billion for the first time and the year-on-year increase was over 80%, emerging as a major highlight of China’s foreign trade exports and playing a significant role in stabilizing investment, growth, employment, and foreign trade. The huge incremental demand in the market will spur and drive the constant and rapid increase in all respects of the photovoltaic industry. II. Main business of the Company during the report period CSG is a leading domestic brand of energy-saving glass and a renowned brand of solar PV products and display devices. Its products and technologies are well-known at home and abroad. Its main business includes R&D, manufacturing and sales of high-quality float glass, architectural glass, photovoltaic glass, new materials and information display products such as ultra-thin electronic glass and display devices, as well as renewable energy products such as silicon materials, photovoltaic cells and modules, and it provides one- stop services for photovoltaic power station project development, construction, operation and maintenance, etc. Flat glass business The flat glass business of CSG includes float glass and photovoltaic glass. The production mode, business strategy, technical requirements and development direction of the two businesses have similarities and considerable differences due to the difference of industrial chain environment, industry development stage and policy environment. In the field of float glass, CSG has 10 advanced float glass production lines in Dongguan, Chengdu, Langfang, Wujiang and Xianning, and has quartz sand raw material processing and production bases in Jiangyou, Sichuan Province, Qingyuan, Guangdong Province and Fengyang, Anhui Province. Its products that cover high-quality float glass and ultra-white float glass with various thicknesses and specifications of 1.6-25 mm are trusted by customers because of their quality. CSG float glass products are all high- end products that can be directly used for downstream deep processing, and the proportion of differentiated glass products with special specifications and special application scenarios such as ultra-white, ultra-thin, and ultra-thick is large, which are widely used in high-end building curtain walls, decoration and furniture, mirrors, car windshields, scanners and copiers, home appliance panels, display protection and other application fields with high requirements on glass quality. CSG has established long-term and stable business cooperation with many well-known processing enterprises. The profit level of the float glass business is generally positively correlated with the level of real estate new construction and completion data, and is also affected by multiple factors such as current energy, raw material prices, product structure, and enterprise management level. Differentiated glass products have higher added value due to specific application scenarios, higher production process difficulties, stable demand, and relatively proactive pricing by manufacturers. To cope with the downward pressure of the market, the Company focuses on improving management efficiency, improving the level of lean production of conventional products, firmly implementing the differentiated competition strategy, carefully cultivating and developing differentiated product markets, and continuously increasing the proportion of high-value-added product sales, such as ultra-white products, so as to continuously consolidate and enhance the industry competitiveness of the Company’s float glass business. In 2022, the new construction and completion of the real estate industry dropped significantly compared with the same period in recent years, the domestic downstream architectural glass market demand slowed down in stages, and the price of float glass declined. Meanwhile, affected by external environment, Russia Ukraine conflict, inflation and other factors, the prices of raw materials and fuels rose sharply, and the profit level of float glass dropped significantly compared with the previous year. However, under the macro background of “Steady Growth” of the national economy and the realization of “dual carbon” goals, the demand for high- quality differentiated products and energy-saving products remains comparatively stable. In the field of photovoltaic glass, CSG has taken the lead in entering the field of photovoltaic glass manufacturing in China since 2005. Based on independent research and development, the Company has formed a full closed-loop production capacity from photovoltaic glass original sheet production to deep processing. As at the end of 2022, the Company has six photovoltaic rolled glass original sheet production lines and complementary photovoltaic glass deep processing production lines in Dongguan, Wujiang, Fengyang and Xianning, with an annual output of about 2 million tons of photovoltaic rolled glass original sheets, and its products cover deep-processing products with a variety of thicknesses of 1.6-4mm. The accumulation of more than ten years of photovoltaic glass production experience has enabled CSG to accumulate a solid foundation in key equipment and technologies such as kilns, calendering, and deep processing. These accumulated technologies and experience have been released in this round of the Company’s photovoltaic glass production capacity enhancement. The Company is firmly optimistic about the long-term development of the photovoltaic new energy industry, seizes the golden opportunity of industrial development, aims at the first echelon of the industry, and makes up for the shortcomings of the Group’s photovoltaic glass business production capacity and large-scale layout. The Company is building four photovoltaic glass production kilns and complementary processing lines with a daily melting capacity of 1,200 tons in Fengyang and one photovoltaic glass production line and complementary processing line with a daily melting capacity of 1,200 tons in Xianning. Among them, Fengyang No. 1 kiln has been ignited in May 2022, Fengyang No. 2 kiln has been ignited in August 2022, Fengyang No. 3 kiln has been ignited in December 2022, the Xianning kiln has been ignited in October 2022, the Dongguan photovoltaic glass kiln was upgraded as planned in the first quarter of 2022 and was resumed for ignition in August 2022, and the construction of the remaining production lines is progressing in an orderly manner as planned. Moreover, the Company plans to ignite Fengyang No.4 kiln and put it into operation in 2023. As at the end of 2022, the production capacity scale of the Company had successfully ranked among the top three in the industry. Under the background of carbon peaking and carbon neutrality, the photovoltaic glass business will become the new champion business of CSG. The current photovoltaic industry is in rapid development. From the analysis of the current policy environment and market development trend, photovoltaic power generation has a broad space for development in the future, and the development of the global market may accelerate. Although the concentrated release of new capacity of photovoltaic glass in recent years may lead to a phased mismatch of supply and demand in the market and cause market price fluctuations, with the rapid development of the global market and the optimization and adjustment of the domestic industrial structure, the industry will still return to the track of healthy development. The Company will make every effort to promote project construction, improve the production capacity of ultra-thin photovoltaic glass and photovoltaic glazed back glass, and consolidate its competitive advantage in the industry. Besides, the Company will strengthen long-term strategic cooperation with industry-leading companies to further enhance the market competitiveness of CSG. Architectural glass business As one of the largest high-end building energy-saving glass suppliers in China, CSG integrates R&D and design, technical consulting, production and manufacturing, and marketing and service in the architectural glass business. It always aims to “build green energy- saving products and create quality life” and forms a CSG brand image with quality, service and continuous R&D as its core competitiveness, which is strongly competitive in foreign markets as well. The Company has already built six deep processing bases of energy-saving glass in Tianjin, Dongguan, Xianning, Wujiang, Chengdu and Zhaoqing. Up to now, the Company has formed an annual production capacity of over 20 million square meters for coated insulating glass and over 60 million square meters for coated glass. As the new bases are completed and put into production step by step and the expansion capacity of existing bases is gradually released in the future, the product diversification and capacity scale of coated insulating glass and coated glass will see continuous and steady growth, which will serve as an adequate guarantee for the comprehensive and steady improvement of product competitiveness, market share and service. CSG’s architectural glass business adheres to the customized business strategy of trinity of technical service, marketing, R&D and manufacturing, relying on its own manufacturing and R&D strength, as well as the marketing and service network formed domestic and overseas offices, to meet the personalized needs of domestic and foreign customers and construction projects. In 2017, CSG’s low-E coated glass was awarded the title of Single Champion Product by the Ministry of Industry and Information Technology, and it passed the review again in 2020, which fully proves the leading position of CSG’s architectural glass in the industry. The Company has the world’s leading glass deep processing equipment and testing equipment, and its products cover all kinds of architectural and （未完）  |