[年报]海大集团(002311):2023年年度报告（英文版）
原标题:海大集团:2023年年度报告（英文版） 2023 Annual Report April 2024 Section I. Important Notes, Table of Contents and Definitions The board of directors (the "Board"), the supervisory committee, the directors, the supervisors and the senior management of Guangdong Haid Group Co., Limited (the "Company") hereby warrant the truthfulness, accuracy and completeness of the information presented in this report, guarantee that there are no misrepresentations, misleading statements or material omissions contained in this annual report, and are individually and collectively responsible for the authenticity, accuracy and completeness of the information contained in this report. Mr. Hua Xue, head of the Company, and Mr. Shaolin Yang, head in charge of accounting work and head of the accounting department (Accounting Officer), declare that they warrant the truthfulness, accuracy and completeness of the financial statements in the annual report. All directors were present in person at the Board meeting to consider and approve this annual report. 1. Periodical fluctuation risks of feed industry due to abnormal weather changes The feed industry is mainly served for the downstream animal industry. The abnormal changes including extreme high or low temperature, storm, typhoons et al during the breeding production, and even large-scale outbreaks of diseases which may lead to fluctuations of the inventory of livestock or aquatic products. For example, the continuous rainfall weather in this year caused the decrease of dissolved oxygen saturation in the water, and the reduced intake of aquatic animals and passively reduced feeding. Some aquatic products can not adapt to the rise of temperature or even die, therefore affecting short-term feed demand and there are adverse effects on the production and operation of feed enterprises. Risk control methods include two aspects: (1) The company is currently fully deploying manufacturers and local markets in major areas in Southern China, Central China, Eastern China and Northern China and overseas markets in Southeast Asia. The expansion of regional distribution can effectively decrease the risk of weather anomalies and natural disasters in local areas. (2) Continuously improving the supports to farmers through the joint empowerment of feed, seedlings, and animal healthcare, providing scientific breeding plans and individual services from company’s technical personnel to enhance the risk resistance and competitiveness of farmers and reduce the adverse effects of abnormal weather. 2. Risks of company's production and operation due to the outbreak of epidemic diseases With the environmental changes and the development of large-scale breeding, animal epidemic diseases also occur from time to time, for instance, African swine fever had broken out across China since August 2018， and PRRSV-mediated pig diseases, shrimp-relevant EMS epidemic diseases and poultry-relevant “H7N9” diseases occurred cross country in recent years. The scale of animal production shrinks because of the outbreak of animal epidemic diseases, following the reduced demand for feed in the short term. The prevalence of major animal diseases can also easily affect consumers’ purchase intention, and then reduce the demand of end-consumers, leading to the downturn of the aquaculture and feed industry, giving rise to adverse effects on the production and operation of feed enterprises. Risk control methods include two aspects: (1) The comprensive feed products cover the feeds of pig, chicken, duck, goose, fish, shrimp and other livestock and aquatic feeds. The variety of products and the well-balanced structure can effectively mitigate the risk of single species disease with strong comprehensive risk-relieve capability. (2) The company has established the strict epidemic prevention and control system in the production of feed products, utilizing the disease prevention and control from the source with technological advantages and professional capabilities. 3. Risk of Drastic Price Fluctuations of major ingredient materials The feed ingredients cover staple agricultural products including corn and soybeans (soybean meal) et al. In recent years, the domestic and international markets of agricultural product have been closely connected. There were great fluctuations in prices of agricultural products due to the change of the size in the planting area and the harvest amount in these major grain-producing countries, the purchasing and storage and subsidy policies, the import and export policies, the political conflicts between countries, the international trade relations, the fluctuations in logistics capacity and conditions of shipping and the exchange rates, bringing certain impact on the cost of feed and animal industry. With the strengthening of the international trade of agricultural products, the factors affecting the prices of agricultural products have become more complicated, and the price fluctuations therefore increased. Without fully understanding the changes in the trade of feed raw materials in time and promptly implement strategic management, the company would face the risk of rising procurement costs. Risk control methods include three aspects: (1) The materials were divided into different categories including centralized purchasing staple category and local procurement of regional varieties category. It not only guarantees the advantages of large-scale raw material procurement, but also makes best use of localization advantages from rapid response in respect of regional procurement. (2) The raw material procurement research system was continuously invested and constructed. The members of team are professional and familiar with raw material information. It can effectively control the procurement risk through real-time tracking, investigating, and judging the market trend in domestic and foreign bulk raw material, and manage the position risk of bulk raw materials through futures hedging, raw materials trade and other tools. (3) The company has strong research and development (R&D) team with extensive experience in research on animal nutrition and feed formulation. A large amount of fund was invested on research and development each year, focusing on animal nutrition requirements, feed formulation technology, animal farming and genetic improvement, comprehensive investigation on healthy breeding strategies, and other research areas. The formula can be quickly adjusted to guarantee feed nutrient level and control the costs in copying with material price fluctuations based on the profound understanding of animal nutritional requirements and the expertise in making best use of raw materials. 4. Risk of Environmental Protection Laws and Policies on the Scale and Structural Adjustment in Animal Industry In recent years, our government has introduced a series of environmental protection laws and policies such as the new Environmental Protection Law, the Regulations on Prevention and Control of Pollution from Large-Scale Livestock and Poultry Industry, the Plan for Prevention and Treatment of Contaminated Water, the Guiding Opinions on Adjusting the Layout of Pig Production in the Southern Water Network Region et al. These anti-pollution regulations stipulate the pollution prevention in animal industry, and especially limit the production scale in the regions of key water sources and their surrounding areas. According to the regulations and policies of the central government, the banned areas and restricted areas have been highlighted throughout the country, and pig farms in prohibited areas are gradually relocated in the southern water-network area. The implementation of environmental protection policies not only further speeds up the withdrawal of individual pig farms to reduce the backward production model with unqualified environmental protection, but also expand the production capacity of large-scale farm with better breeding structure. In addition, the establishment of banned areas and restricted areas will enforce the adjustments of pig production capacity across the country. The adjustments of the scale composition of pig production and the relocation of pig production area will certainly have a profound impact on the existing capacity layout, market share, pricing, and business model of feed industry. The impact of environmental protection policies on the pig industry and feed industry induces existing competitive enterprises at the risk of reshuffling. Risk control measures included four aspects: (1) The company continually improves its service capability to farmers. In addition to feed products, the company is also engaged in the industrial fields of animal healthcare, vaccines, and finance, and connects closely with large-scale farmers. (2) The feed products of the company cover the field of livestock, poultry, and aquatic animals with abundant product lines. The producing lines for pig feed, chicken feed, duck feed and pelleted fish feed can be shared and switched. The company can rapidly shift the production layout according to the changes in the market through adjusting the production capacity in the manufacturers. (3) The company adopts multiple models to speed up the production layout in areas with abundant resources and permitted environment, and to obtain more market share in new animal farming areas. (4) The company continues to increase R&D investment, and the key technologies on microbial fermented feed and antibiotic alternatives have been effectively applied to foster the progress and development of the industry. 5. Risk of Exchange Rate Fluctuations The global procurement of feed raw materials has become the norm. The scale of overseas investment and operations of the company is also rapidly expanded. The scale of cross-border fund settlement and the stock of overseas assets have grown substantially, involved in various currency types of different countries. The currency exchange rate fluctuations are subject to different influence factors. The exchange rate fluctuations in any currency put certain impact on the settlement cost and asset value of the regions. Risk control methods include two aspects: (1) the company strictly controls the exchange rate risks, carefully selects settlement currencies to achieve relatively balanced regional fund inflow and outflow through structural arrangements of financing sources and financing types according to the scale, the model, and settlement characteristics of business in different regions and countries. (2) The expansion of two-way fluctuations in RMB exchange rate has become the new norm. The company increases its awareness of foreign exchange risk and arranges settlement models according to the procurement and sales strategies and the cycle characteristics of import and export operations, and flexibly used financial instruments such as forward foreign exchange settlement and sale, swaps, foreign exchange options and others to lock in exchange rate, control procurement and sales costs and the possible risks caused by exchange rate fluctuations. The statements involving the Company's future plans in this report do not constitute substantial commitment of the Company to any investors or related parties. Investors are kindly advised to aware investment risks. The proposed profit distribution plan of the Company was considered and passed by the Board: on the basis of the total number of shares on the date of record minus the repurchased shares when the plan is implemented in the future, the Company will distribute cash dividend of RMB 5.00 (tax inclusive) and 0 bonus share (tax inclusive) for every 10 existing shares held by all shareholders without capitalization of capital reserve. In this report, certain total numbers may not be exactly equal to the summation of their sub-item numbers as a result of roundoff. This report has been prepared in both Chinese and English. Should there be any discrepancies or misunderstandings between the two versions, the Chinese version shall prevail. The complete published Chinese 2023 Annual Report is available at the media designated for information disclosure. Table of Contents Section I. Important Notes, Table of Contents and Definitions .............................. 1 Section II. Company Profile and Key Financial Indicators .................................... 9 Section III. Management Discussion and Analysis ................................................. 15 Section IV. Corporate Governance .......................................................................... 52 Section V. Environmental and Social Responsibility ............................................. 88 Section VI. Material Matters .................................................................................... 94 Section VII. Share Changes and Shareholder Information ................................ 118 Section VIII. Preferred Shares ............................................................................... 127 Section IX. Bonds..................................................................................................... 128 Section X. Financial Statements ............................................................................ 129 Documents Available for Reference 1. The financial statements signed and sealed by the head of the Company, the head in charge of accounting work and the head of the accounting department (Accounting Officer). 2. The original copy of the Independent Auditor’s Report signed and sealed by the CPAs, as well as sealed by the CPA firm. 3. The originals of all the Company’s announcements and documents which were disclosed during the Reporting Period. 4. The annual report disclosed on other securities markets. Definitions
Section II. Company Profile and Key Financial Indicators I. Company profile
CPA firm engaged by the Company
Sponsors engaged by the Company to continuously perform its supervisory function during the reporting period ? Applicable □ Not applicable
Financial Advisors engaged by the Company to continuously perform its supervisory function during the reporting period □ Applicable ? Not applicable VI. Major accounting data and financial indicators Retrospective adjustment to or restatement of the accounting data for prior years by the Company ? Yes □ No Reasons for retrospective adjustment or restatement Change of accounting policy
Business Enterprises (《企业会计准则解释第 16号》) (CK [2022] No. 31) (hereinafter referred to as “Interpretation No. 16”). For a single transaction that is not a business combination and does not affect either accounting profit or taxable income (or deductible losses) at the time the transaction occurs, and where the initial recognition of assets and liabilities results in an equal amount of taxable temporary differences and deductible temporary differences, deferred income tax liabilities and deferred income tax assets shall be recognised initial recognition of assets and liabilities at the time the transaction occurs in accordance with the applicable regulations such as the Accounting Standard No. 18 for Business Enterprises -- Income Tax (《企业会计准则第 18号--所得税》). For such transactions that occurred between the beginning of the earliest period in the financial statement presentation where the above provisions were first applied and the date of application of the said interpretation, enterprises should adjust the cumulative effect to the opening retained earnings and other relevant financial statement items in the earliest period in the financial statement presentation in accordance with the above provisions. The above accounting treatment is effective from 1 January 2023 onwards. The Company has made adjustments in accordance with Interpretation No. 16 for taxable temporary differences and deductible temporary differences arising from lease liabilities and right-of-use assets recognised in respect of leasing operations. For details, see “III. 39. Changes in significant accounting policies and accounting estimates” in “Section X. Financial Statements”. Whether the lower of the net profit for the year attributable to shareholders of the parent company before and after deducting the non-recurring gain or loss was negative for the last three accounting years, and the latest independent auditor’s report indicated that there was uncertainty about the Company’s ability to continue as a going concern □ Yes ? No Whether the lower of the net profit for the year attributable to shareholders of the parent company before and after deducting the non-recurring gain or loss was negative □ Yes ? No VII. Differences in accounting data under domestic and overseas accounting standards 1. Differences between the net profit and net assets disclosed in accordance with international accounting standards and China accounting standards in the financial report □ Applicable ? Not applicable There was no difference between the net profit and net assets disclosed in accordance with international accounting standards and China accounting standards in the financial report during the reporting period. 2. Differences between the net profit and net assets disclosed in accordance with overseas accounting standards and China accounting standards in the financial report □ Applicable ? Not applicable There was no difference between the net profit and net assets disclosed in accordance with overseas accounting standards and China accounting standards in the financial report during the reporting period. VIII. Key Financial Indicators by Quarter Unit: RMB
amounts as disclosed in the quarterly report or interim report □ Yes ? No IX. Items and Amounts of Non-recurring Gains or Losses ? Applicable □ Not applicable Unit: RMB
The Company had no other gain or loss that satisfied the definition of non-recurring gain or loss. Notes for the Company’s non-recurring gain or loss items as illustrated in the Explanatory Announcement on Information Disclosure for Companies Offering Their Securities to the Public No.1 - Non-recurring Gain or Loss (《公开发行证券的公司信息披露解释性公告第 1号——非经常性损益》) defined as its recurring gain or loss items □ Applicable ? Not applicable No non-recurring gain or loss items as illustrated in the Explanatory Announcement on Information Disclosure for Companies Offering Their Securities to the Public No.1 - Non-recurring Gain or Loss (《公开发行证券的公司信 息披露解释性公告第 1号——非经常性损益》) were defined by the Company as its recurring gain or loss items during the reporting period. Section III Discussion and Analysis of Management I. Industry Situation during the reporting period 1. Basic situation and the development stage of the industry Animal husbandry, fishery and feed industries are all important industries related to the national economy and people's livelihood, and play a key role in ensuring national food security and promoting farmers' income. The high-quality development of animal husbandry and fishery has provided strong support for comprehensively promoting rural revitalization and accelerating the modernization of agriculture and rural areas. As the core of animal husbandry and fishery, the breeding industry is accelerated by the development trend of large-scale, intensive and intelligent breeding, the agglomeration effect of technology, talents and other factor resources is further highlighted. The development and quality of the industry conform to the accelerated upgrading of the consumption structure of urban and rural residents, so as to meet the increasing demand of residents on high- quality and safe food and beautiful ecological environment. The feed industry is an important link in the production system of animal husbandry, fishery and aquaculture, as the basis for ensuring the efficient supply and quality of livestock and poultry products and aquatic products. The feed industry has gradually transformed into the stage of high-quality development from the one-dimensional competition of feed products itself to the multi- dimensional competition of seedlings, animal healthcare, feed product quality and enterprises' breeding technology service capabilities. The competitiveness of enterprises in the feed industry is seriously differentiated, the integration of the industry continues to accelerate, and the development of the industry is gradually concentrated in advanced enterprises which adhere to scientific and technological innovation and strengthen technical services. 2.The situation of the industry in 2023 The consumption base has been consolidated, the demand of consumers has been stabilized, the breeding inventory was a bit of high, and the feed industry continued to grow during 2023. The poultry breeding inventory gradually increased to a normal level, driving the demand for poultry feed to continue to recover. The number of pigs had been high throughout the year 2023, forming the strong demand for pig feed. In aquaculture, the annual price of common fish had been below the cost line, farmers' confidence and feeding enthusiasm are greatly affected, and the demand for regular feed products had been suppressed significantly, but the demand for shrimp and special aquatic feed had been stable. There are more details as followings, 1. Bulk agricultural products’ price shad showed from high level to gradual decline affected by the international situation and supply and demand pattern, and the prices fluctuated violently throughout the year. During the year, the price of corn fell and then rose from the beginning of the year, and then broke through 2,900 yuan/mt at the high point, and then the price fell and gradually accelerated falling to 2,600 yuan/mt at the end of the year. The price of soybean meal fell from 4,500 yuan/mt at the beginning of the year, and then fluctuated and rose in the second and third quarters to the high point of 5,000 yuan/mt, it fell down to about 3,500 yuan/mt in the fourth quarter. Fishmeal price was accelerated from 12,000 yuan/ton in the second and third quarters, breaking through the record high of 18,000 yuan/ton because of the sharp reduction in Peruvian fishing volume and the decline in fishmeal stocks, and then gradually fell back to the price of the beginning of the year at the fourth quarter. 2. In terms of breeding industry: (1) The operating cash flow of the poultry breeding industry continues to recover, with the increase in poultry seedling production capacity at the beginning of the year, the increase in supply, and the enhancement of demand and logistics certainty, the poultry breeding inventory had gradually risen to the normal level. In addition, the consumption demand for egg products had been stable, the consumption scenarios had been abundant, the egg price was basically above the cost line, and the breeding profit had been considerable. (2) The number of live pigs is high throughout the year. According to the National Bureau of Statistics, in 2023, 726.62 million pigs had been slaughtered nationwide, an increase of 3.8%. Pork output was 57.94 million tons, an increase of 4.6%. Pig prices had been low level for a long time, and the breeding had been comprehensive loss most species such as shrimp and crabs, special fish et al highly dependent on catering consumption, are operating normally, however, some species such as raw fish and California perch, due to the continuous substantial growth of aquaculture in the past few years, short-term oversupply, slow inventory depletion, and low prices throughout the year, the price of common fish were below the cost line throughout the year, and the confidence and enthusiasm of farmers were greatly affected. 3. The feed industry as a whole kept continuously growing. Affected by the breeding industry, the feed industry has continued to grow in livestock and poultry feed, and aquatic feed has declined. According to data disclosed by the China Feed Industry Association, the total output of industrial feed in the country in 2023 will be 321.627 million tons, a year-on-year increase of 6.6%. In terms of varieties, the output of pig feed was 149.752 million tons, an increase of 10.1%; the output of poultry feed was 127.852 million tons, an increase of 5.4%; the output of aquatic feed was 23.444 million tons, a decreased by 4.9%; the output of ruminant feed was 16.715 million tons, an increase of 3.4%. II. Main businesses of the company during the reporting period The company laid out the industrial chain with the aim of providing overall services to animal farming. It has formed a relatively complete aquatic product industrial chain, and the livestock and poultry industrial chain has also gradually been constructed. The main products include high-quality animal seedlings, feed, animal healthcare, pig breeding and aquatic products. The business operation has covered all business links such as R & D, designing, producing, sales and service of various products. Specifically, the company's products include feeds for chickens, ducks, geese, pigs, fish, shrimps, crabs and ruminants, breeding varieties such as pigs, shrimps, fish fry and chickens, fresh livestock and poultry products and aquatic pre-made products as well as biological products, veterinary medicine, vaccines, and other healthcare products required for producing livestock, poultry, and aquaculture. 1. Main business and products （1）The business of feed, seedling and animal healthcare were interacted to form Gold Tringle Feed, seedling and animal healthcare business are core parts of the company. After more than 20 years of development, Feed business has accumulated a wide range of customer resources. Through providing customers with high-quality valuable seedlings and cost-effective feed products in the market, relying on breeding services to drive the development of vaccines, veterinary medicines, biological products and other animal healthcare products, the company can better support customers to achieve breeding success through the full set of services, and help customers realize that healthy farming at the same time, resulting in better controlling the breeding cost and obtaining the competitive advantage in respect of end products. (2) On the basis of specialization, the breeding industry realizes the asset-light and low-risk breeding model Based on the healthy development of feed, seedling and animal healthcare business, the company has explored the model of breedings. In terms of livestock and poultry, the company mainly focuses on pig breeding with continuous improving professional breeding capabilities, continuously optimizating breeding costs and controllable risks. In terms of aquaculture, the company has started industrial shrimp farming that the company has overall advantages using its own high-quality seedlings, feed and animal protection products. In the breeding business, the company controls the scale of breeding, builds team, reduces costs, improves the system, and builds its core competitiveness. 2. Major business model (1) Feeds, seedlings and animal healthcare products business Feed business is core business of company, the business management is mainly carried out with the model of centralized procurement of raw materials, distribution of production layout, sales of products accompanied with technical services. 1) The adoption of the centralized procurement model composed of group plus regional center is combined with hedging and other methods for agricultural products and other bulk raw materials to achieve better procurement cost advantages and risk control; 2) Due to the production being closer to the market, convenient in logistics and rich in resources, the company currently has feed factories distributed in 200 cities of Asia, Africa and South America. 3) The distribution together with direct sales is the company's main sales model. Focusing on localized marketing, the company has fully established distribution channels to efficiently solve farmers' capital and transportation needs. Through service stations established in main production areas, the technical service teams directly visit farmers to provide professional services for farming and have achieved functional complementation and collaboration with sales organization and management teams in terms of sales and service as well as channel and farmers. 4) High-quality animal seedlings, biological Products, veterinary drugs and vaccines become indispensable and constitute a package of integrated products and tools to provide services for farmers. (2) Animal breeding business mode The company's pig farming segment adopts both the "self-breeding plus farming community" model and "company plus family farm" model. The "self-breeding plus farming community" model means that seedlings are introduced and bred to create a farming system of grandparent - parent - commercial pig, under which reproduction is separated from breeding to ensure that the farming process is safe and controllable. The "company plus family farms" model means that the company provides family farmers with products for farming including seedlings, feeds, and vaccines, and provides major technical supports for farming, in turn the farmers are （未完）  |