[年报]中 鲁Ｂ(200992):2022年年度报告（英文版）
原标题:中 鲁Ｂ:2022年年度报告（英文版） Annual Report of 2022 Section I Important Information, Contents, and Definitions The Company’s Board of Directors, Board of Supervisors, directors, supervisors, and officers ensure that the content of this annual report is true, accurate, and complete without any false record, misleading statement, or significant omission and bear joint and several legal liability. Lu Lianxing, the principal of the Company, Fu Chuanhai, the person in charge of accounting, and Lei Lixin, the person in charge of the accounting body (accounting supervisor), declare that the financial report in this annual report is true, accurate, and complete. All directors attended the Board meeting at which this report was considered. Prospective statements involving the Company’s future plans in this annual report shall not constitute the Company’s material promises for investors. Investors and relevant personnel shall have an adequate understanding of the risks and understand the differences among plans, forecasts, and promises. The Company describes potential risks in its operations and countermeasures in “XI. Prospect of the Company’s Future Development” in Section III, “The Management’s Discussion and Analysis.” Investors are reminded to pay attention to the relevant content. This report is prepared in Chinese and English. Where the Chinese and English texts are interpreted in different ways, the Chinese text shall prevail. The Company plans not to distribute cash dividends, not to distribute bonus shares, and not to convert reserves into share capital. Contents Section I Important Information, Content, and Definitions................................................................................. .2 Section II Section II Company Introduction and Key Financial Indicators...........................................................6 Section III The Management's Discussion and Analysis......................................................................................11 Section IV Corporate Governance........................................................................................................................25 Section V Environmental and Social Responsibility............................................................................................39 Section VI Important Matters...............................................................................................................................40 Section VII Changes in Shares and Information on Shareholders.......................................................................47 Section VIII Preferred Shares...............................................................................................................................52 Section IX Bonds..................................................................................................................................................53 Section X Financial Report...................................................................................................................................54 List of Documents for Reference (I) Financial statements with the signatures of the principal of the Company, the person in charge of accounting, and the person in charge of the accounting body and affixed with the Company’s seal. (II) The original of the audit report affixed with the accounting firm’s seal and the certified public accountant’s signature and seal. (III) The originals of all corporate documents and the manuscripts of all announcements disclosed during the Reporting Period. (IV) The text of the Company’s annual report for 2022 with the signature of the legal representative.
I. Company’s Information
V. Other Relevant Information Accounting firm engaged by the Company
□Applicable ?Not applicable Financial adviser engaged by the Company to perform continuous supervision during the Reporting Period □Applicable ?Not applicable
negative, and the audit report for the last one year shows that there are uncertainties in the Company’s sustainable operation ability. □Yes ?No The lower of the net profits before and after deducting nonrecurring items is negative □Yes ?No VII. Differences in Accounting Data under Domestic and Foreign Accounting Standards 1. Differences in net profits and net assets in the financial report disclosed both according to international accounting standards and Chinese accounting standards □Applicable ?Not applicable For the Company, there was no difference in net profits and net assets in the financial report disclosed both according to international accounting standards and Chinese accounting standards during the Reporting Period. 2. Differences in net profits and net assets in the financial report disclosed both according to overseas accounting standards and Chinese accounting standards □Applicable ?Not applicable For the Company, there was no difference in net profits and net assets in the financial report disclosed both according to overseas accounting standards and Chinese accounting standards during the Reporting Period. VIII. Key Financial Indicators by Quarter Unit: RMB
disclosed by the Company □Yes ?No IX. Nonrecurring Items and Amounts ?Applicable □Not applicable Unit: RMB
For the Company, there was no detail of other profit/loss items that conform to the definition of nonrecurring items. Explanation of the situation where the nonrecurring items listed in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public - Nonrecurring Items are defined as recurring items □Applicable ?Not applicable The Company had no situation where it defined the nonrecurring items listed in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public - Nonrecurring Items as recurring items. I. Overview of the Company’s Industry during the Reporting Period Overview of the Company’s industry: Overseas fishing is China’s strategic industry and plays an important role in building a "maritime community with a shared future" and "a strong marine country" and implementing the strategy of "going global" and the "Belt and Road" initiative. It has great significance for increasing the supply of high-quality domestic and foreign aquatic products, ensuring food safety, and promoting bilateral and multilateral cooperation in the fishery. China’s overseas fishing started in 1985, and China has become one of the world’s major overseas fishing countries over more than three decades of development. Its operation seas include seas in the exclusive economic zones of more than 40 countries, the high seas in the Pacific, Atlantic, and Indian Oceans, as well as the seas in Antarctica. Climbing to the world’s top in size, China’s overseas fishing industry is characterized by a gradually improving industrial structure, substantially improved equipment, much stronger scientific and technological support, and an ever-improving management system. It is developing towards "transformation, upgrading, and standardized management." However, in terms of scientific and technological support and the ability to develop and utilize comprehensive resources, China remains in a lower position with a big gap from advanced countries. Meanwhile, negative factors such as the rapidly rising costs of human resources and the shortage of workers for the industry, in particular crew members, are expected to disturb the development of long range fishing on a long-term basis. Companies need to continuously increase spending on science and technology, accelerate transformation and upgrading, and improve their core competitiveness to actively respond to fast-changing industrial developments. Currently, China’s tuna market is witnessing soaring demand in coastal cities, including Shanghai, Beijing, Guangzhou, and Fujian. In addition, the consumption potential of the inland market is also boosted to form a large market. It is foreseeable that China’s tuna consumption is bound to increase rapidly in the future with growing living standards and as people shift their focus from eating enough and high-quality food to eating nutritious and healthy food. China will resolutely implement new development concepts in the development of the marine economy and develop the marine industry into a high-end, clustered, international, information-based, and intelligent industry through scientific and technological innovation. This will inject strong forces into the sustainable development of the domestic tuna market. For Zhonglu Oceanic, a company that always focuses on the marine economy and upholds a sustainable development strategy, the macroeconomic policies of China will definitely help it achieve stronger development in the future. II. Company’s Main Businesses during the Reporting Period During the Reporting Period, the Company’s main businesses included long range fishing, cold storage transportation, and cold storage processing and trading. These businesses rely on and promote each other, forming a complete industrial chain. 1. Long range fishing During the Reporting Period, the Company had 25 long range fishing boats, including 7 sets of large tuna seiners, 14 large ultra-low temperature tuna longliners, 2 medium-sized trawlers, and 2 squid fishing boats, which were operated in the Indian Ocean, the Atlantic, and the Pacific, respectively. (1) In terms of longline fishing, the Company’s boats mainly worked in the Indian Ocean. In 2022, the boats did not enter Somalian fisheries. Hence, fish production decreased substantially compared with previous years. To ensure the accomplishment of the annual target, the 14 boats increased production by various means, including distributed operations and fishery temperature analysis, but there was no major breakthrough in the production. (2) In terms of seining, the Company’s boats mainly worked in the Atlantic. As the fishing-off season was shorter than the previous year and there was no delay in the dock repair of boats, the boats went fishing starting in mid-March 2022. Hence, production increased to a certain extent. (3) The two squid fishing boats arrived at the fisheries in April 2022 and achieved good production and operating results. The expected investment target was reached. (4) The trawlers in Ghana were undergoing replacement and thus did not carry out production. 2. Cold storage transportation During the Reporting Period, the Company’s 7 international cold storage transportation vessels were engaged in operating services with a reach to major ports around the world. They carried out long range transportation of aquatic products, meat, poultry, vegetables, and fruits. To accomplish all the economic targets, the Company took a combination of measures, including: (1) continuously strengthening policy development to reinforce the management foundation; (2) based on the Asia Pacific special cold storage freight market, striving to increase market shares, strictly controlling costs, and strengthening the equipment maintenance of the vessels to ensure the sailing rate; (3) keeping a close watch on the changes in exchange rates and timely settling foreign exchange to reduce the exchange rate risk. 3. Cold storage processing and trade During the Reporting Period, the Company’s cold storage processing and trade segments were affected by the economic downturn. Hence, the Company focused on controlling inventory and stabilizing its market share. More than 20 tuna species are processed in this segment, including yellowfin tuna, bluefin tuna, longfin tuna, swordfin tuna, redfin tuna, and blackfin tuna. They are processed into tuna slices, chops, and plates. The products are mostly exported to Japan, the United States, Russia, the European Union, South Korea, and Israel. The Company has passed the HACCP, EU, BRC, MSC, and SEDEX certifications. In the domestic market, the Company has built a sales network where WeChat commerce, e-commerce, supermarkets, and distributed warehouses integrate with each other to form a system. It is dedicated to providing the Chinese people with dark blue, green, healthy, and perfect tuna delicacies. The Company’s share of the domestic market is growing year by year. Business model: The Company conducts business in a centralized and diversified manner. Market position: China’s top five oceanic fishery companies, the vice-presidential unit of the China Overseas Fisheries Association, and the presidential unit of the Qingdao Overseas Fisheries Association. III. Analysis of Core Competitiveness The Company is a comprehensive and export-oriented company engaged in overseas fishing that was incorporated in July 1999 with the approval of the Shandong Provincial People’s Government. It has a well-established industrial chain and is a leading enterprise in Shandong’s overseas fishing industry. As a comprehensive listed fishing company, the Company’s core competitiveness lies in the following aspects: (1) Through more than 20 years of development, the Company has grown into a comprehensive fishing enterprise that is engaged in a combination of businesses, including overseas fishing, deep processing, trading, cold storage logistics, marine transportation, the development and production of marine biomedicines, and entrepreneurship and investment in the modern marine industry. The Company’s strong marine province. There are development opportunities from the adjustment of the industrial depth. The Company has 14 ultra-low temperature tuna fishing boats engaged in the longline fishing of tuna in the Indian Ocean. This is one of the Company’s main businesses, making outstanding contributions to the Company’s business performance over the years. The Company’s tuna seining project in the Atlantic can maintain the steady development of its tuna seining under the protection of ICCAT's strict rules. (4) Cold storage transportation is an important part of the Company’s main businesses. The Company’s current cold storage transportation fleet is among the industry’s top in the Southeastern transportation market, in terms of the number of vessels, total tonnage, and profitability. (5) The Company has the earliest and largest ultra-low temperature refrigeration storage and raw food processing plant in China. Also, the China Tuna Exchange and the newly built electronic tuna trading platform system strengthen the Company’s advantages in tuna processing and trading. (6) The Company carries out long range fishing in the Atlantic and Indian Oceans, reaches most of the world’s major ports with its cold storage transportation, and covers many countries with import and export. With the implementation of the “Belt and Road” strategy, the countries along the “Belt and Road” will have stronger trust in each other and establish closer cooperation. In addition, the Company and the governments at all levels have rolled out a suite of development plans and industrial preference policies. All these have brought new opportunities for the development of the Company. The Company will leverage the aforementioned advantages to pioneer, innovate, forge ahead, and proactively engage itself in the conversion of old and new growth drivers. It will accelerate strategic transformation, vigorously extend the industrial chain, and further improve its influence and competitiveness in domestic and even international markets. IV. Analysis of Main Businesses 1. Overview Refer to “II.Company’s Main Businesses during the Reporting Period” in “Section III The Management’s Discussion and Analysis.” 2. Revenue and cost (1) Components of operating revenue Unit: RMB
?Applicable □Not applicable Unit: RMB
adjusted main business data for the last one year on the statistical basis as at the end of the Reporting Period □Applicable ?Not applicable (3) Whether the Company’s revenue from the sales of physical goods exceeds its revenue from the provision of labor services ?Yes □No
?Applicable □Not applicable □Applicable ?Not applicable (5) Components of operating costs Industry category Unit: RMB
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