[中报]方大Ｂ(200055):2023年半年度报告（英文版）
原标题:方大Ｂ:2023年半年度报告（英文版） 2023 Interim Report August 2023 Chapter I Important Statement, Table of Contents and Definitions The members of the Board and the Company guarantee that the announcement is free from any false information, misleading statement or material omission and are jointly and severally liable for the information's truthfulness, accuracy and integrity. Mr. Xiong Jianming, the Chairman of Board, Mr. Lin Kebin, the Chief Financial Officer, and Mr. Wu Bohua, the manager of accounting department declare: the Financial Report carried in this report is authentic and completed. All the Directors have attended the meeting of the board meeting at which this report was examined. This semi-annual report contains forward-looking statements such as future plans, which do not constitute a substantial commitment by the Company to investors. Investors and related parties should maintain sufficient risk awareness and understand the differences between plans, forecasts, and commitments. The Company has specified market, management and production and operation risks in this report. Please review the 10. Risks Facing the Company and Measures in Chapter 3 Management Discussion and Analysis. The Company will distribute no cash dividends or bonus shares and has no reserve capitalization plan. Table of Contents Chapter I Important Statement, Table of Contents and Definitions ................................................................... 2 Chapter II About the Company and Financial Highlights ................................................................................... 7 I. Company Profile ...................................................................................................................................... 7 II. Contacts and Liaisons ................................................................................................................................ 7 III. Other Information ..................................................................................................................................... 7 IV. Financial Highlight .................................................................................................................................... 8 V. Differences in Accounting Data under Domestic and Foreign Accounting Standards .......................... 8 VI. Accidental Gain/Loss Item and Amount.................................................................................................. 8 Chapter III Management Discussion and Analysis ............................................................................................. 10 I. Major businesses of the Company during the report period .................................................................. 10 II. Core Competitiveness Analysis ................................................................................................................ 17 III. Core Business Analysis ........................................................................................................................... 20 IV. Non-core Business Analysis ..................................................................................................................... 22 V. Assets and Liabilities ................................................................................................................................. 23 VI. Investment ................................................................................................................................................ 25 VII. Major Assets and Equity Sales.............................................................................................................. 29 VIII. Analysis of Major Joint Stock Companies ......................................................................................... 29 IX. Structural Entities Controlled by the Company ................................................................................... 29 X. Risks Facing the Company and Measures .............................................................................................. 29 Chapter IV Corporation Governance .................................................................................................................. 31 I. Annual and Extraordinary Shareholder Meetings Held During the Report Period ............................ 31 II. Changes in the Directors, Supervisors and Senior Executives ............................................................. 31 III. Profit Distribution and Reserve Capitalization in the Report Period ................................................ 32 IV. Share Incentive Schemes, Staff Shareholding Program or Other Incentive Plans ............................ 32 Chapter V Environmental and Social Responsibility ......................................................................................... 33 I. Environmental Protection ......................................................................................................................... 33 II. Social Responsibilities .............................................................................................................................. 34 Chapter VI Significant Events .............................................................................................................................. 35 I. Commitments that Have Been Fulfilled and Not Fulfilled by Actual Controller, Shareholders, Related Parties, Acquirers of the Company ................................................................................................ 35 II. Non-operating Capital Use by the Controlling Shareholder or Related Parties in the Reporting Term ................................................................................................................................................................ 35 III. Incompliant External Guarantee ........................................................................................................... 35 IV. Engaging and Dismissing of CPA ........................................................................................................... 35 V. Statement of the Board on the “Non-Standard Auditors' Report” Issued by the CPA on the Current Report Period .................................................................................................................................. 35 VI. Statement of the Board of Directors on the Non-standard Auditor's Report for H1 2014 ............... 35 VII. Bankruptcy and Capital Reorganizing ................................................................................................ 35 VIII. Lawsuit .................................................................................................................................................. 35 IX. Punishment and Rectification ................................................................................................................ 36 X. Credibility of the Company, Controlling Shareholder and Actual Controller .................................... 36 XI. Material Related Transactions ............................................................................................................... 36 XII. Significant Contracts and Performance............................................................................................... 37 XIII. Other material events ........................................................................................................................... 43 XIV. Material Events of Subsidiaries ........................................................................................................... 44 Chapter VII Changes in Share Capital and Shareholders ................................................................................. 45 I. Changes in shares ....................................................................................................................................... 45 II. Share placing and listing .......................................................................................................................... 47 III. Shareholders and shareholding .............................................................................................................. 47 IV. Changes in shareholding of Directors, Supervisors and Senior Management ................................... 49 V. Changes in controlling shareholder or actual controller ....................................................................... 50 Chapter VIII Preferred Shares ............................................................................................................................. 52 Chapter IX Information about the Company's Securities ................................................................................. 53 Chapter X Financial Statements .......................................................................................................................... 54 I. Auditor's report .......................................................................................................................................... 54 II. Financial statements ................................................................................................................................. 54 III. General Information ............................................................................................................................... 72 IV. Basis for the preparation of financial statements .................................................................................. 74 V. Significant Account Policies and Estimates ............................................................................................. 74 VI. Taxation .................................................................................................................................................. 132 VII. Notes to the consolidated financial statements .................................................................................. 134 VIII. Change to Consolidation Scope ......................................................................................................... 173 IX. Equity in Other Entities ........................................................................................................................ 173 X. Risks of Financial Tools .......................................................................................................................... 176 XI. Fair Value ............................................................................................................................................... 180 XII. Related Parties and Transactions ....................................................................................................... 181 XIII. Contingent Events .............................................................................................................................. 184 XIV. Post-balance-sheet events ................................................................................................................... 188 XV. Other material events ........................................................................................................................... 188 XVI. Notes to Financial Statements of the Parent .................................................................................... 189 XVII. Supplementary Materials ................................................................................................................. 194 Reference 1. Financial statements stamped and signed by the legal representative, CFO and accounting manager; 2. Originals of all documents and manuscripts of Public Notices of the Company disclosed in public. Definitions
Chapter II About the Company and Financial Highlights I. Company Profile
1. Liaison Changes to the Company's registration address, office address, post code, website or email during the report period □ Applicable ? Inapplicable Company's registration address, office address, post code, website or email have not changed during the report period. See Annual Report 2022 for details. 2. Information disclosure and inquiring Changes to the information disclosure and inquiring place □ Applicable ? Inapplicable The names and websites of the securities exchange websites and media where the company discloses its semi-annual report, as well as the location of the company's semi-annual report, remain unchanged during the reporting period. Please refer to the 2022 annual report for specific details. 3. Other information Whether other relevant information has changed during the reporting period □ Applicable ? Inapplicable IV. Financial Highlight Whether the Company needs to make retroactive adjustment or restatement of financial data of previous years □ Yes ? No
Chinese account standards □ Applicable ? Inapplicable There is no difference in net profits and assets in financial statements disclosed according to the international and Chinese account standards during the report period. 2. Differences in net profits and assets in financial statements disclosed according to the overseas and Chinese account standards □ Applicable ? Inapplicable There is no difference in net profits and assets in financial statements disclosed according to the international and Chinese account standards during the report period. VI. Accidental Gain/Loss Item and Amount ? Applicable □ Inapplicable In RMB
The Company has no other gain/loss items satisfying the definition of non-recurring gain/loss account Circumstance that should be defined as recurrent profit and loss to Explanation Announcement of Information Disclosure No. 1 - Non-recurring gain/loss □ Applicable ? Inapplicable The Company has no circumstance that should be defined as recurrent profit and loss to Explanation Announcement of Information Disclosure No. 1 - Non-recurring gain/loss Chapter III Management Discussion and Analysis I. Major businesses of the Company during the report period The Company mainly engages in high-end smart curtain wall systems and new materials, rail transit screen door equipment, new energy, and commercial real estate businesses. The Company fully utilizes its technological and brand advantages to vigorously promote intelligent manufacturing and green manufacturing. Products such as Fangda Smart Curtain Wall, Photovoltaic Building Integrated Curtain Wall (BIPV), PVDF Aluminum Veneer, and Rail Transit Screen Door System have become global industry benchmarks. Fangda Rail Transit Station Screen Door System has been recognized as a "single champion product in the manufacturing industry" by the Ministry of Industry and Information Technology of China. Currently, the Company has 7 national high-tech enterprises, 6 "specialized, special and new" enterprises, and 2 provincial engineering technology research centers. It has formed a layout with Shenzhen as its headquarters, Dongguan, Foshan, Nanchang, Shanghai, Chengdu, and Ganzhou (under construction) as its industrial bases, and has set up branches in Singapore, India, Australia, Bangladesh, Hong Kong and other countries and regions along the "the Belt and Road". In the first half of 2023, faced with a complex and volatile macroeconomic environment and numerous risks and challenges, the Company, under the leadership of the board of directors and the management team, overcame difficulties and continued to vigorously develop its core business. Leveraging its competitive advantages in technology and brand, the company strengthened its fine-grained management, further improved quality and efficiency, and enhanced its profitability. During the reporting period, the Company achieved operating income of RMB2,078,846,900, an increase of 28.88% over the same period of the previous year; the net profit attributable to the parent Company's owner was RMB182,155,300, an increase of 61.65% over the same period of the previous year. Net profit after recurring gains and losses was RMB172,484,300, an increase of 64.09% over the same period of the previous year. By the end of the reporting period, the Company's order reserve reached RMB8,485,525,800 (excluding commercial real estate pre-sale). This represents an increase of 6.69% over the same period in the previous year, which was 4.08 times the operating income in 2023 H1, laying the foundation for the Company's production and operation. (I) Smart curtain wall system and new materials 1. Industry development In recent years, the construction curtain wall industry has been closely linked to China's macroeconomic development. The development of China's macro economy provides a guarantee for the development of China's building curtain wall industry. According to data from the National Bureau of Statistics, the gross domestic product in the first half of 2023 was RMB59,303.4 billion, a year-on-year increase of 5.5%, and the total output value of the construction industry was RMB13,226.1 billion, a year- on-year increase of 5.9%. As a pillar industry of the national economy, the total output value of the construction industry still maintains steady growth. As China enters a stage of high-quality development, the construction of key areas has flourished. Large high-end curtain wall projects in key areas such as the Guangdong Hong Kong Macao Greater Bay Area, the Yangtze River Delta, and Chengdu Chongqing are gradually increasing, and the pace of regional central city construction is accelerating. The construction of urban supporting infrastructure will also play a strong supporting role in the development of the building curtain wall industry. Under the background of carbon peak and carbon neutrality, taking green development as the main line and comprehensively and deeply promoting green, low-carbon, and sustainable development of green buildings will become a consensus for the development and upgrading of the building curtain wall industry. Under the encouragement of policies and the continuous updating and iteration of new technologies, digital and intelligent development will also become one of the goals for the development of building curtain wall enterprises. 2. Business Status (1) Main products and purposes Smart curtain wall is one of the Company's main products, widely used for the exterior walls of various buildings such as high-end office buildings, corporate headquarters, urban complexes, hotels, urban public buildings, high-end residential buildings, etc. It can effectively improve the energy conservation and environmental protection of buildings, and improve the visual aesthetics of buildings. By focusing on intelligence, low-carbon, environmental protection, and sustainability, the smart curtain wall and new material industry fosters the development of curtain walls and innovative materials in China. The Company has a strong R&D capability as well as a sophisticated PVDF aluminum veneer production and manufacturing base. The intelligent curtain wall technology has been widely deployed in significant projects in more than 160 cities around the world, integrating energy reduction, environmental protection, and intelligence. It has numerous times received the Luban Award (National Excellent Engineering Award), China's highest construction award. Its competitiveness is among the highest in the world, and it is a well-known brand in the worldwide curtain wall business. (2) Main business modes, specific risks and changes; During the reporting period, the Company's main business model did not change. The Company's smart curtain wall design and construction contract orders are mainly obtained through the bidding mode (open bidding, invitational bidding). Based on the orders, the Company provides the overall solution of design, raw material procurement, production and processing, construction and installation and after-sales service. Due to the long period of order implementation, it is greatly affected by national industrial policies, raw material prices, and fluctuations in the labor market. Different orders have different technical requirements. It is impossible to simply copy the existing experience, and the requirements for technology and management are relatively high. The engineering payment settlement process for orders is divided into stages such as engineering advance payment, engineering progress payment, completion acceptance, completion settlement payment, and quality guarantee deposit. The specific settlement situation depends on the completion progress and contract agreement. (3) Market competition pattern in which the Company is located and the Company's market position In recent years, the domestic construction curtain wall market has gradually matured, industry competition has intensified, and the degree of industry concentration and scale will continue to deepen. Industry leading enterprises are expanding their market share in the high-end curtain wall market and establishing a new competitive environment. Scientific and technological innovation based on intelligence, assembly, BIM, VR and other technologies continues to deepen. In the future, along with the wave of industrial upgrading, green building, scientific and technological innovation, information technology, etc. will become an important driving force for the new round of growth cycle of the industry. The domestic building curtain wall market still has bright prospects for the development of leading companies in the industry. The Company has been deeply involved in the curtain wall industry for 32 years and has a profound technical accumulation. Fangda Jianke Co., Ltd., a wholly-owned subsidiary of the Company, has the highest qualifications for curtain wall design and construction enterprises in China - the first-class qualification for professional contracting of architectural curtain wall engineering and the first-class qualification for architectural curtain wall engineering design. It is the leading enterprise in China's curtain wall industry. Fangda Jianke has won the highest awards in the national construction industry, including "Luban Award", "National Quality Engineering Award", "Zhan Tianyou Civil Engineering Award", "China Building Decoration Award", and over 200 provincial and ministerial awards. Fangda Jianke has participated in the preparation of more than 22 national or industrial standards such as the Design Standard for Energy Efficiency of Public Buildings, and has created 18 new records for Chinese enterprises. It is an intellectual property demonstration enterprise in Guangdong Province. In the industry across the country, the Company is the earliest to establish R&D institutions such as corporate postdoctoral workstations, engineering technology centers, and research and design institutes. The autonomous innovation capacity and technical level of the high-end curtain wall industry have reached the advanced level of the same industry in China, promoting technological progress and development. (4) Business drive During the reporting period, the Company's curtain wall system and new material industry achieved a revenue of RMB1,654,849,200, an increase of 43.80% compared to the same period last year; The net profit achieved was RMB101,940,000, an increase of 75.67% compared to the same period last year. The key drivers of performance are as follows: ① Focusing on high-end markets both domestically and internationally, with ample reserves of high-quality orders In the first half of 2023, the Company continued to focus on the Chinese and international high-end curtain wall market, relying on excellent brand influence, exquisite technical quality, good project implementation ability, and a complete industrial chain to maintain a strong competitive advantage. It is one of the preferred brands in the Chinese high-end curtain wall system industry. During the reporting period, the Company actively pursued high-quality clients and continued to optimize its customer portfolio. The awarded and contracted curtain wall engineering projects maintained the characteristics of numerous projects at the enterprise's headquarters, consisting of large-scale individual projects and premium orders. Additionally, overseas orders also demonstrated sustained growth. Notable curtain wall projects that were successfully bid for and signed contracts include DY01-04 neighborhood cloud building at Tencent Shenzhen headquarters, Shenzhen Qianhai Financial Holding Building, Shenzhen Merchants Prince Bay Building, Shenzhen China Resources Snow Flower Science and Technology City, Shenzhen TEDA Xiaomeisha Jinhai Plaza, Shenzhen Jiantao Headquarters Building, Shenzhen Bantian Street Recreation and Sports Center, South China International Electronic Industrial Materials Logistics Zone in Dongguan, OPPO Intelligent Manufacturing Center Phase II in Foshan Haitian Group Headquarters Building, Midea Global Innovation Park in Shanghai, Alibaba Central China Headquarters in Wuhan, Tianfu Headquarters Base in Chengdu, Taihu Bay Information Technology Industrial Park in Wuxi, 3 McNab Apartment in Melbourne, Neue Grand Apartment,Bangladesh Pinnacle high-end office project, etc. By the end of the reporting period, the Company's order reserve of curtain wall system and materials industry was RMB6,625,545,800, an increase of 4.10% over the same period of the previous year, which was 4 times the operating revenue of curtain wall system and materials industry in 2023 H1, laying a solid foundation for the sustainable and healthy development of the Company. ② Continuous technological innovation capabilities, consolidating technological leadership advantages Since its establishment for 32 years, the Company has always adhered to the business philosophy of "technology first, innovation as the source", continuously breaking through and innovating in curtain wall technology. The Company has obtained 620 patent technologies for curtain wall products, 19 software copyrights, and participated in the development of 22 national/industry technical specifications and standards. The six subsidiaries of the Company engaged in smart curtain wall system and new material industry are all national high-tech enterprises, five of which are "specialized and new" enterprises, and have been awarded the honors of "National Intellectual Property Advantage Enterprise", "Specialized" Little Giant "Enterprise, "Jiangxi Intelligent Manufacturing Benchmark Enterprise", and enterprise innovation record. During the reporting period, the Guangdong Provincial Department of Science and Technology recognized Fang Dajian's "Guangdong Prefabricated Building Curtain Wall Engineering Technology Research Center" as the "Guangdong Provincial Engineering Technology Research Center". Fangda Jianke was awarded the honors of "2022 Shenzhen Industry Special Contribution Enterprise", demonstrating the Company's leading position and technological innovation strength in curtain wall product design and construction technology. During the reporting period, in order to better implement the goal of "contract management as the center", the Company adhered to a dual flow driven strategy of business flow and data flow, focusing on various links such as digital marketing, digital design, digital supply chain, digital factory, digital construction site, smart office, etc., and vigorously promoted the digital construction of project control system, allowing data to continue to empower the business. In addition, the Company has taken the lead in building intelligent production lines in the industry, applying information management tools such as BIM technology, PMS project management platform, and MES production management platform to the construction of intelligent factories, and conducting refined management of curtain wall production, achieving comprehensive monitoring from material production status, factory processing progress, to project management status. And use information technology to trace the information of all factory products, in order to achieve scientific and efficient management. ③ Strengthen the construction of talent team and promote high-quality development The essence of modern enterprise competition is talent competition. The company practices the people-oriented talent concept, focuses on introducing and cultivating various professional technical and management talents, and is committed to building an efficient management and operation team. During the reporting period, the Company carried out refined talent management, strengthened the optimization and upgrading of talent team structure, expanded employee promotion channels, optimized skill training models, continuously introduced outstanding fresh university graduates, promoted the mechanism of school enterprise cooperation and industry learning integration, and enhanced the company's scientific research strength in the high-end curtain wall field. In addition, to meet the needs of overseas market development, the Company accelerates the selection and cultivation of overseas business talents, providing a strong talent reserve for the company's high-quality development. (5) Industry qualification types and validity period The Company has a Class A qualification for building curtain wall engineering contracting and class A qualification for building curtain wall engineering design. It is the highest level for curtain wall design and construction companies in China. During the reporting period, the Company's relevant qualifications have not changed significantly, and the validity period has not expired. (6) Quality control system, implementation standards, control measures and overall evaluation Quality control system: As a leading enterprise of high-end curtain wall, the Company pays attention to quality management. It is the first in the industry to pass ISO9001, ISO14001, OHSAS18001 international and domestic dual certification, GB/T29490 intellectual property management system certification, and is the first to establish sales, design, supply, production, one-stop quality control system such as construction, after-sales, customer service, etc., implement strict quality control and supervision for each link, and create a strong quality management system. Implementation of the standard: In the process of building curtain wall business, the Company strictly complies with GB/T21086-2007 "Building Curtain Wall", JG/T231-2007 "Building Glass Lighting Roof" and other national and industrial standards. Control measures: The Company has established complete and effective quality control measures and quality management organization, introduced digital information management, and digitally coded the company's businesses, various raw materials, factory workshop and construction site operation procedures through computer information integration system, The eight systems (CRM customer relationship management system, OA office system, HR human resources system, ERP financial management system, MES production management system, PMS engineering management system, VPO supply management system and QAS quality safety management system) realize the rapid transmission, sharing and collaborative application of information through cloud terminal technology. Strictly implement various quality management and control measures to provide customers with high- quality products and services. Overall evaluation: The Company's quality control system and executive standards meet the relevant requirements of the current relevant national norms and standards, maintain good operation, and provide customers with stable and reliable products and services. (7) Major project quality problem during the reporting period None. (II) Rail transport screen door business 1. Industry development Urban rail transit screen doors are a component of the urban rail transit industry chain, closely related to the development of urban rail transit and intercity (city) railway construction. 2023 is the beginning year of fully implementing the spirit of the 20th National Congress of the Communist Party of China, and also a key year for implementing the 14th Five Year Plan and promoting the construction of a high-quality transportation country. The "14th Five Year Plan for the Development of Modern Comprehensive Transportation System" proposes that by 2035, China should basically establish a modern and high-quality national comprehensive three-dimensional transportation network that is convenient, smooth, cost-effective, safe, reliable, green, intensive, and intelligent, as well as the "National 123 Travel Transport Circle" (1 hour commuting in urban areas, 2 hours commuting in urban agglomerations, and 3 hours coverage in major cities across the country); Accelerate the formation of urban rail transit networks in mega cities, and develop urban rail transit in a scientific and orderly manner; The operating mileage of urban rail transit will continue to grow, and by 2025, the operating mileage of urban rail transit will reach 10000 kilometers. As one of the seven major areas of "new infrastructure", urban rail transit is expected to achieve rapid development. According to data from the Ministry of Transport, in June 2023, a total of 295 urban rail transit lines with an operating mileage of 9728.3 kilometers were opened and operated in 54 cities of 31 provinces (regions, cities) and Xinjiang Production and Construction Corps, indicating a good momentum of urban rail transit development. With the development of urban rail transit systems and the increase in operational demand, the demand for equipment updates, renovations, and maintenance of rail transit screen doors products will show an increasing trend. 2. Business Status (1) Main products and purposes The Company's main products are platform screen door systems applied to urban rail transit, and also provide operation and maintenance services for the above products. The platform screen door system of urban rail transit is installed at the edge of the platform of urban rail transit station to isolate the running track area from the waiting area of the platform. It is equipped with a continuous movable door body barrier corresponding to the train door, which can be opened and closed by multi-level control, including the full-height closed screen door system, the full-height non-closed screen door system, and the half-height screen door system. In addition, the Company has successfully developed the platform safety door system that can be applied to the complex environment of high-speed railway, and can realize the intelligent opening of the platform safety door according to the different models of high-speed railway entering the station. At present, the Company is in the stage of market promotion and verification, and has not yet realized external sales. The platform screen door system plays a very important role in the operation of urban rail transit. The platform screen door system isolates the track from the platform waiting area, effectively ensuring the safety of passengers, preventing them from falling off the track, and also preventing unauthorized entry into the tunnel; In case of fire or other fault modes, it can be linked （未完）  |