[年报]南 玻Ｂ(200012):2023年年度报告（英文版）
原标题:南 玻Ｂ:2023年年度报告（英文版） Chairman of the Board: CHEN LIN April 2024 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 2023 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 2.5 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 .............................................................................. 9 Section IV. Corporate Governance .................................................................................................. 40 Section V. Environment and Social Responsibility ............................................................................ 58 Section VI. Important Events ............................................................................................................. 63 Section VII. Changes in Shares and Particulars about Shareholders ................................................. 86 Section VIII. Preferred shares ............................................................................................................ 93 Section IX. Bonds .............................................................................................................................. 93 Section X. Financial Report ............................................................................................................... 94 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
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
financial 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. 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. Section III. Management Discussion and Analysis I. Particulars about the industry the Company engages in during the report period Photovoltaic glass industry In 2023, with the continuous expansion of the global photovoltaic market, the scale of the photovoltaic industry and the growth rate of installed capacity were increasing. Driven by the growth in the installed capacity of photovoltaic modules and the increasing penetration rate of double-glass modules, the demand for photovoltaic glass has been growing, prompting enterprises to ramp up production. With the release of new capacity, the photovoltaic glass market has experienced an increase in quantity but a decrease in price. This, coupled with the rising prices of various raw materials, fuels and labour costs, resulted in robust demand, rising costs and low selling prices in the industry. 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 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. Float glass industry In 2023, the float glass industry experienced a rebound in demand from downstream markets, buoyed by policies such as "guarantee of timely delivery of housing projects", which led to an improved supply-demand structure and capacity expansion in the industry. According to statistics from third-party industry information agencies, by the end of 2023, there had been a total of 255 float glass production lines operating nationwide, with a combined daily melting capacity of approximately 173,000 tons, marking a 6.84% year-on-year increase. Float glass traditionally finds its main application in building materials, and its demand trends positively correlate with infrastructure investments and the overall prosperity of the real estate sector. Statistics released by the National Bureau area in 2023. Driven by the "guarantee of timely delivery of housing projects" policy, the pace of real estate completions has accelerated, stimulating the release of pent-up demand in existing markets, thereby boosting the total demand for float glass in the current period. However, various indicators such as the new construction area and sales area have shown signs of softening, reflecting shifts in the real estate market's supply-demand relationship and increasing uncertainties in forward market demand. Consequently, the float glass market is expected to undergo cyclical adjustments. Based on an analysis of the market demand structure, the ongoing implementation of the national "dual carbon" policy in recent years has led to a steady rise in the proportion of green buildings, resulting in a significant increase in the proportion of energy- saving glass. Simultaneously, as economic growth continues and living standards improve, there is a sustained uptick in demand for high-quality products such as ultra-white float glass. These adjustments to the product demand structure, coupled with the rising demand for high-quality products, bode well for industry-leading companies operating in the high- end market. Electronic glass and display industry 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. Against a backdrop of global economic deceleration, the consumer electronics market has faced widespread sluggishness in recent years. According to the latest research report released by an industry research institution in February 2024, the global shipment volume of smartphones in 2023 totalled 1.14 billion units, marking a 5.8% year-on-year decline. Projections indicate that the shipment volume will remain stable in 2024, and the global smartphone market still faces certain challenges. Solar energy industry 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. Solar energy, boasting remarkable advantages such as cleanliness, safety, and inexhaustibility, presents boundless prospects for development. In 2023, China's photovoltaic industry witnessed accelerated innovation and integration, driving further expansion in the industry scale. According to statistics from the China Photovoltaic Industry Association, the outputs of high-purity crystalline silicon, silicon wafers, solar cells, and modules hit record highs. The industry's total output value exceeded RMB 1.7 trillion, marking impressive year-on-year growth rates of 66.9%, 67.5%, 64.9%, and 69.3%, respectively. Throughout the year, major photovoltaic products experienced noticeable price declines, leading to an overall trend of 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. The Company owns quartz sand raw material processing and production bases in Jiangyou, Sichuan; Qingyuan, Guangdong; Fengyang, Anhui; and Beihai, Guangxi (currently under construction), which ensure a steady supply of raw materials for the Company's glass production. Photovoltaic glass business In the field of photovoltaic glass, the Company took the lead in entering the field of photovoltaic glass manufacturing in China in 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 2023, the Company has seven photovoltaic rolled glass original sheet production kilns and complementary photovoltaic glass deep processing production lines in Dongguan, Wujiang, Fengyang and Xianning, and its products cover deep-processing products with a variety of thicknesses of 1.6-4 mm. In the era of carbon peaking and carbon neutrality, the Company is optimistic about the long-term development of the photovoltaic new energy industry. Seizing the opportune moment for industrial development, the Company has leveraged the national "14th Five-Year Plan" and its own strategic development plan to address weak spots in the capacity and scale layout of the Group's photovoltaic glass business. By the end of 2023, five new photovoltaic glass production kilns and complementary processing lines in Fengyang and Xianning had been put into commercial operation. Coupled with the existing production kilns and complementary processing lines in Dongguan and Wujiang, the Company now boasts a total of seven photovoltaic rolled glass original sheet production kilns along with complementary photovoltaic glass deep processing production lines in operation. The construction of two new photovoltaic glass production kilns and complementary processing lines in Beihai is progressing as planned, with one kiln already ignited at the end of March 2024 and the other slated for ignition within the same year. With nearly two decades of experience in photovoltaic glass production, CSG has amassed a robust foundation in key equipment and technologies such as kilns, calendering, and deep processing, which have been significantly showcased in the current round of capacity expansion of the Company's photovoltaic glass business. As of the end of 2023, the Company had ascended to a leading position in the industry in terms of photovoltaic glass capacity, establishing photovoltaic glass as a new pivotal business segment for the Company. At present, the photovoltaic industry is experiencing rapid growth. According to the current policy environment and market trends, the future of photovoltaic power generation holds vast development opportunities. The centralised release of newly expanded photovoltaic glass capacity may lead to a temporary supply-demand mismatch, resulting in market price fluctuations. Nevertheless, the industry is expected to regain its footing on a path towards healthy growth, driven by the rapid expansion of the global market, the optimisation of domestic industrial structures, and the influence of the risk early warning mechanism. The Company will make every effort to ensure that its construction projects will be put into operation as scheduled, bolster its production capacity in large-size ultra-thin photovoltaic glass, and enhance its competitive edge in the industry. Additionally, long-term strategic partnerships with leading industry players will be enhanced to further boost the Company's competitiveness in the photovoltaic glass market. Architectural glass business As one of the largest high-end building energy-saving glass suppliers in China, CSG integrates R&D and design, technical 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. Currently, the Company has seven deep processing bases of energy-saving glass in Tianjin, Dongguan, Xianning, Wujiang, Chengdu, Zhaoqing, and Xi’an. With the completion of the two bases in South China and the one in Northwest China, the Company’s base layout across China has been further optimised. Meanwhile, with the clear direction of intelligent and digital transformation, 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 by 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 March 2024, 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 construction glass. The R&D and application level of the Company’s coating technology keeps pace with the world, and its high-end product technology is internationally leading. Following the double silver coated glass products, the Company has successively developed “Ice Kirin” high-performance energy-saving glass and multi-function energy-saving glass products featuring further improved sunshade and heat insulation performance and energy-saving contribution. All deep processing bases of the Company are able to produce and process “Ice Kirin” high-performance energy-saving glass. Under the background of the “dual carbon” goals and the national green and energy-saving building requirements, the market demand for “Ice Kirin” glass has further expanded. After years of market testing and relying on the Company’s advanced coating technology, its high performance and stability have been well received by the market, CSG’s “Ice Kirin” products have become a benchmark in the domestic market, and high-quality, energy-saving, environmentally friendly LOW-E insulating glass continues to lead the domestic high-end market share. The Company has always adhered to the intelligent transformation and digital transformation as the key increment of the development of architectural glass business. It has continuously invested and accumulated rich experience in the research of production automation, intellectualization, information technology and equipment, and the efficiency improvement of intelligent upgrading and transformation of traditional equipment. With technological progress and process optimization, the Company has reduced production manpower consumption, material consumption and energy consumption, actively promoting the Company’s transformation and upgrading to achieve intensive manufacturing and high-quality development. The Company’s quality management system for engineering and architectural glass has been respectively approved by organizations of UK AOQC and Australia QAS. The product quality which meets the national standards of the US, the UK and Australia enables CSG has an advantage in the international tendering and bidding. Since 1988, CSG’s engineers and technicians have been continuously participating in the formulation and compilation of various national standards and industry standards. All kinds of high-quality engineering architectural glass provided by the Company are widely used in landmark buildings such as major city CBDs and transportation hubs at home and abroad, which are too numerous to mention. In 2023, the Company was shortlisted for multiple landmark projects for its unwavering commitment to safety, energy conservation, and high quality. These projects include China Merchants Bank Global Headquarters Complex, VIVO's R&D centre, the Industry Cluster Centre of the China-Singapore Guangzhou Knowledge City, National Convention and Exhibition Center, Xiaomi Future Industrial Park, China Huaneng Headquarters, Hong Kong Kai Tak Hospital, One Circular Quay in Australia, Jeddah Tower in Saudi Arabia, and MERDEKA PNB 118 in Kuala Lumpur, and many other domestic and foreign buildings in the Middle East, America, Europe, Australia, Southeast Asia, and other places. Float glass business In the field of float glass, CSG has 10 advanced float glass production lines in Dongguan, Chengdu, Langfang, Wujiang and Xianning. 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. In CSG’s float glass portfolio, 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. In terms of the float glass business, CSG is committed to a high-end, differentiated product strategy, actively responding to the new national standard for flat glass implemented in August 2023, to strive for high- quality development. 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 and 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 adapt to changes in 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. Thanks to national policies such as the "guarantee of timely delivery of housing projects", the overall completion area in 2023 saw an increase compared to the previous year, with market demand improving in the latter half of the year. Under the macro background of “Steady Growth” of the national economy and the realization of “dual carbon” goals at present, customers in the downstream market are pursuing higher-quality products, and the demand for differentiated products and energy-saving products remains stable. Electronic glass and display business After more than a decade of hard work, CSG’s electronic glass business has always focused on increasing investment in R&D, breaking through high-end market barriers with independent intellectual property rights and independent innovation, and firmly following the development route of product upgrades and iterations to accelerate import substitution. In 2023, the Company’s electronic glass business continued to develop. Its four subsidiaries, Hebei Panel, Yichang Photoelectric, Qingyuan New Energy-Saving Materials and Xianning Photoelectric, continued to actively implement further market expansion and product upgrading in the application fields of intelligent electronic terminals, touch components, vehicle window glass, vehicle-mounted display, industrial control and commercial display, and smart home. Therefore, the market share and brand influence of the Company’s medium-alumina and high-alumina electronic glass products were improved steadily. Rich product structure, reliable delivery guarantee and strong technical innovation help the Company’s electronic glass business maintain its dominant position in the fierce market competition. In 2023, the Company continued to promote product technology upgrading. At present, CSG electronic glass has fully covered electronic glass products in high, medium and low-end application scenarios and established a more solid market competition foundation. CSG has long been committed to becoming the industry’s leading electronic glass material solution provider, and it will continue to develop glass-based protective materials with higher strength and competitiveness in the field of touch display, develop human-computer interaction interface materials meeting the requirements of material interconnection in the fields of smart home, vehicle display, advanced medical, new-energy vehicles, etc., and develop new application materials in the fields of new-energy vehicles. In the touch display field, CSG has formed a complete touch industry chain from vacuum magnetron sputtering coating, 3A (AG, AR, and AF) cover plate processing and fine pattern lithography processing, to touch display modules. The main business includes optical coating materials, vehicle-mounted cover plates and vehicle-mounted touch panels. Among them, the optical coating material segment includes the two business types of ITO conductive glass and ITO conductive film, and the products are positioned at middle and high-end customers at home and abroad and are concentrated in differentiated high-value-added ones. The vehicle-mounted cover plate business segment comprises a variety of products, including vehicle-mounted AG glass, vehicle-mounted 2A (AR and AF) cover plates, vehicle-mounted 3A cover plates, and customised cover plates of special functions. These products are supplied indirectly to renowned domestic and international automotive brands through downstream customers of vehicle-mounted device manufacturers. Solar energy business CSG is one of the enterprises that firstly enter the field of photovoltaic product manufacturing in China. After more than ten years of construction, operation, technological transformation and upgrading, CSG has created a complete industrial chain covering the investment and operation of high-purity crystalline silicon materials, silicon wafers, solar cells, modules and photovoltaic power stations. The business structure of the entire industry chain enables the Company to have a certain ability to resist risks, be sensitive to the industry, and be able to respond quickly to market changes in the industry. After years of technological accumulation in the photovoltaic business, CSG has built three national-level scientific research and technology platforms: the “National and Local Joint Engineering Laboratory for Semiconductor Silicon Material Preparation Technology” recognized by the National Development and Reform Commission, “National Enterprise Technology Centre” and “CNAS Accredited Laboratory”; and seven provincial-level scientific research and technology platforms: “Hubei Semiconductor Silicon Preparation Technology Project Laboratory” and “Hubei Enterprise Technology Centre” recognized by the Hubei Provincial Development and Reform Commission, “Hubei Silicon Material Engineering Technology Research Centre” recognized by the Department of Science and Technology of Hubei Province, “Hubei Semiconductor Silicon Material Technology International Cooperation Base”, “Hubei Silicon Material Enterprise-School Joint Innovation Centre”, “Guangdong Solar Photovoltaic Cell and Component Engineering Technology Research Centre” and “Guangdong Enterprise Technology Centre”. In 2023, facing a highly certain future for the photovoltaic industry, companies and investors both within and outside the industry increased their investments and arrangements. This led to temporary excess capacity across various processes of the industry chain, resulting in a fluctuating price downturn in the photovoltaic industry throughout the year. Subsidiaries under CSG diligently implemented strategic decisions and arrangements made by the Group's management. The Yichang base steadfastly transitioned to low-energy-consuming products, leveraging the unique characteristics of high-purity crystalline silicon fixtures and production factors to enhance its market competitiveness continuously. The Dongguan base pursued a path of product differentiation tailored to its own circumstances, yielding positive outcomes. The construction of the 50,000 tons/year high-purity crystalline silicon project in the Qinghai base progressed as scheduled. After shifting into operation, it will further expand the Group's solar energy business, boosting overall competitiveness. （未完）  |