深粮B：2021年年度报告（英文版）.PDF

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1、深圳市深粮控股股份有限公司 2021 年年度报告全文 1 深圳市深粮控股股份有限公司深圳市深粮控股股份有限公司 SHENZHEN CEREALS HOLDINGS CO.,LTD. ANNUAL REPORT 2021 April 2022 深圳市深粮控股股份有限公司 2021 年年度报告全文 2 Section I. Important Notice, Contents and Interpretation Board of Directors, Supervisory Committee, all directors, supervisors and senior executives o

2、f SHENZHEN CEREALS HOLDINGS CO.,LTD. (hereinafter referred to as the Company) hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and

3、completion of the whole contents. Chairman of the Company Zhu Junming, General Manager Hu Xianghai, Head of Accounting Lu Yuhe and Head of Accounting Institution (Accounting Supervisors) Wen Jieyu hereby confirm that the Financial Report of Annual Report 2021 is authentic, accurate and complete. All

4、 Directors are attended the Board Meeting for deliberation of this Report. Concerning the forward-looking statements with future planning involved in the annual report, they do not constitute a substantial commitment for investors, Securities Times, China Securities Journal, Hong Kong Commercial Dai

5、ly and Juchao Website () are the media appointed by the Company for information disclosure, all information of the Company disclosed in the above mentioned media should prevail. Investors are advised to exercise caution of investment risks. The Company has analyzed the risk factors that the Company

6、may exist and its countermeasures in the report, investors are advised to pay attention to read “Prospect for future development of the Company” in the report of Section IV-Discussion and Analysis of the Operation. This report has been prepared in Chinese and English version respectively. In the eve

7、nt of difference in interpretation between the two versions, Chinese report shall prevail. The profit distribution plan deliberated and approved by the Board Meeting was: distributed cash bonus of 2.50 yuan (tax included) for every 10 shares held by whole shareholders based on the 1,152,535,254, zer

8、o share(tax included) for bonus and no transfer of public reserves into share capital either. 深圳市深粮控股股份有限公司 2021 年年度报告全文 3 Contents Section I. Important Notice, Contents and Interpretation . 2 Section II Company Profile and Main Financial Indexes . 6 Section III Management Discussion and Analysis .

9、12 Section IV Corporate Governance . 41 Section V. Environmental and Social Responsibility . 66 Section VI. Important Events . 70 Section VII. Changes in Shares and Particulars about Shareholders . 100 Section VIII. Preferred Stock . 108 Section IX. Corporate Bonds . 109 Section X. Financial Report

10、. 110 深圳市深粮控股股份有限公司 2021 年年度报告全文 4 Documents Available for Reference 1. Text of financial statement with signature and seals of legal person, person in charge of accounting works and person in charge of accounting institution; 2. Original audit report with seal of the CPAs and signature and seal of

11、the certified public accountants; 3. Original and official copies of all documents which have been disclosed on Securities Times, China Securities Journal, Hong Kong Commercial Daily and Juchao Website () in the report period; 4. Original copies of 2021 Annual Report with signature of the Chairman.

12、深圳市深粮控股股份有限公司 2021 年年度报告全文 5 Interpretation Items Refers to Contents SZCH/Listed Company /the Company/ Refers to Shenzhen Cereals Holdings Co., Ltd. Shenshenbao/Shenbao Company Refers to Shenzhen Shenbao Industrial Co., Ltd. SZCG Refers to Shenzhen Cereals Group Co., Ltd Doximi Refers to Shenzhen Sh

13、enliang Doximi Business Co., Ltd. Flour Company, Flour Factory Refers to Shenzhen Flour Co., Ltd Shenliang Quality Inspection Refers to Shenliang Quality Inspection Co., Ltd. Dongguan Logistics Refers to Dongguan Shenliang Logistics Co., Ltd. Dongguan Food Industrial Park Refers to Dongguan Internat

14、ional Food Industrial Park Development Co., Ltd. Shenbao Huacheng Refers to Shenzhen Shenbao Huacheng Technology Co., Ltd. Hualian Company Refers to Shenzhen Hualian Grain and Oil Trading Co., Ltd. Shenliang Cold Chain Refers to Shenzhen Shenliang Cold Chain Logistics Co., Ltd. Shenliang Property Re

15、fers to Shenzhen Shenliang Property Development Co., Ltd. Wuhan Jiacheng Refers to Wuhan Jiacheng Biotechnology Co., Ltd Food Materials Group Refers to Shenzhen Food Materials Group Co., Ltd Fude Capital Refers to Shenzhen Fude State Capital Operation Co., Ltd. Agricultural Products Refers to Shenzh

16、en Agricultural Products Group Co., Ltd SIHC Refers to Shenzhen Investment Holdings Co., Ltd. Shenzhen SASAC Refers to Shenzhen Municipal Peoples Government State-owned Assets Supervision & Administration Commission CSRC Refers to China Securities Regulation Commission SSE Refers to Shenzhen Stock E

17、xchange Shu Lun Pan CPAs Refers to BDO China Shu Lun Pan Certified Public Accountant LLP Article of Association Refers to Article of Association of Shenzhen Cereals Holdings Co., Ltd. RMB/10 thousand Yuan Refers to CNY/ten thousand Yuan 深圳市深粮控股股份有限公司 2021 年年度报告全文 6 Section II Company Profile and Mai

18、n Financial Indexes I. Company information Short form for share SZCH, Shenliang B Stock code 000019, 200019 Listing stock exchange Shenzhen Stock Exchange Chinese name of the Company 深圳市深粮控股股份有限公司 Abbr. of Chinese name of the Company 深粮控股 English name of the Company(if applicable) SHENZHEN CEREALS H

19、OLDINGS CO.,LTD Legal Representative Zhu Junming Registrations add. 8/F, Tower B, No.4 Building, Software Industry Base, South District, Science & Technology Park, Xuefu Rd., Yuehai Street, Nanshan District, Shenzhen Code for registrations add 518057 Historical changes of registered address The Comp

20、any listed in 1992, registered address is No.10, Tianbei East, Wenjin North Road, Luohu District, Shenzhen; in 1999 the registered address changed to No.1058, Wenjin North Road, Luohu District, Shenzhen; in 2002 the registered address changed to 28/F, Tower B,C of Baoan Square, No.1002 Sungang Road,

21、 Luohu District, Shenzhen; in 2010 the registered address changed to South half of the 20th floor, Tower of Zhuzilin Education and Technology Building, Futian District, Shenzhen; in 2015 registered address changed to 8/F, Tower B, No.4 Building, Software Industry Base, South District, Science & Tech

22、nology Park, Xuefu Rd., Yuehai Street, Nanshan District, Shenzhen Offices add. 13/F, Tower A, World Trade Plaza, No.9 Fuhong Rd., Futian District, Shenzhen Codes for office add. 518033 Companys Internet Web Site E-mail II. Person/Way to contact Secretary of the Board Rep. of security affairs Name Ch

23、en Xiaohua Chen Kaiyue, Liu Muya Contact add. 13/F, Tower A, World Trade Plaza, No.9 Fuhong Rd., Futian District, Shenzhen 13/F, Tower A, World Trade Plaza, No.9 Fuhong Rd., Futian District, Shenzhen Tel. 0755-83778690 0755-83778690 深圳市深粮控股股份有限公司 2021 年年度报告全文 7 Fax. 0755-83778311 0755-83778311 E-mai

24、l 、 III. Information disclosure and preparation place Website of the Stock Exchange where the annual report of the Company disclosed Securities Times; China Securities Journal and Hong Kong Commercial Daily Media and Website where the annual report of the Company disclosed Juchao Website: Preparatio

25、n place for annual report Office of the Board of Directors IV. Registration changes of the Company Organization code 91440300192180754J Changes of main business since listing (if applicable) On February 18, 2019, the company completed the registration procedures of changes in industry and commerce f

26、or business scope and other matters. The main business has newly increased the modern food supply chain services as grain & oil trading, processing, storage and logistics. Previous changes for controlling shareholders (if applicable) On 10 September 1999, Shenzhen Investment Management Co., Ltd. ent

27、ered into the “Equity Transfer Agreement of Shenzhen Shenbao Industrial Co., Ltd.” with Agricultural Products for 58,347,695 shares of the Company (35% in total shares of the Company) transfer to Agricultural Products with price of RMB 1.95 per share. Agricultural Products comes to the first majorit

28、y shareholder of the Company after transfer and procedures for the above equity transfer has completed in June 2003. On April 3, 2018, Shenzhen Investment Holdings Co., Ltd. completed the transfer of all of its 79,484,302 shares of A shares in the company to Fude Capital(changed its name to Food Mat

29、erials Group later). After the completion of the equity transfer, Food Materials Group directly holds 79,484,302 shares of A shares in the company (accounting for 16% of the companys original total share capital) and controls 19.09% shares of the company through Agricultural Products indirectly, bec

30、oming the controlling shareholder of the company. V. Other relevant information CPA engaged by the Company Name of CPA BDO China Shu Lun Pan Certified Public Accountant LLP Offices add. for CPA BDO CPAs, 5/F, No.11 Building, Phase II q-plex, No. 4080, Qiaoxiang Rd., Nanshan District, Signing Account

31、ants Qi Tao, Tao Guoheng Sponsor engaged by the Company for performing continuous supervision duties in reporting period Applicable Not applicable 深圳市深粮控股股份有限公司 2021 年年度报告全文 8 Financial consultant engaged by the Company for performing continuous supervision duties in reporting period Applicable Not

32、applicable VI. Main accounting data and financial indexes Whether it has retroactive adjustment or re-statement on previous accounting data or not Yes No 2021 2020 Changes in the current year over the previous year (+,-) 2019 Operating revenue (RMB) 10,139,563,710.11 11,884,527,506.34 -14.68% 11,059

33、,984,335.92 Net profit attributable to shareholders of the listed Company (RMB) 428,720,226.09 405,088,385.54 5.83% 363,501,809.52 Net profit attributable to shareholders of the listed Company after deducting non-recurring gains and losses (RMB) 377,558,306.28 374,210,363.49 0.89% 350,898,272.66 Net

34、 cash flow arising from operating activities (RMB) 440,396,029.54 286,528,222.27 53.70% 190,053,823.97 Basic earnings per share (RMB/Share) 0.3720 0.3515 5.83% 0.3154 Diluted earnings per share (RMB/Share) 0.3720 0.3515 5.83% 0.3154 Weighted average ROE 9.13% 8.99% 0.14% 8.46% Year-end of 2021 Year-

35、end of 2020 Changes at end of the current year compared with the end of previous year (+,-) Year-end of 2019 Total assets(RMB) 7,669,618,906.32 7,309,384,147.93 4.93% 6,775,067,275.86 Net assets attributable to shareholder of listed Company(RMB) 4,630,292,102.34 4,595,331,999.76 0.76% 4,420,751,187.

36、57 The lower one of net profit before and after deducting the non-recurring gains/losses in the last three fiscal years is negative, and the audit report of last year shows that the ability to continue operating is uncertain Yes No The lower one of net profit before and after deducting the non-recur

37、ring gains/losses is negative Yes No 深圳市深粮控股股份有限公司 2021 年年度报告全文 9 VII. Difference of the accounting data under accounting rules in and out of China 1. Difference of the net profit and net assets disclosed in financial report, under both IAS (International Accounting Standards) and Chinese GAAP (Gene

38、rally Accepted Accounting Principles) Applicable Not applicable Unit: RMB/CNY Net profit attributable to shareholders of the listed Company Net assets attributable to shareholder of listed Company Current period Last period Ending amount Opening amount Chinese GAAP 428,720,226.09 405,088,385.54 4,63

39、0,292,102.34 4,595,331,999.76 Items and amount adjusted by IAS Adjustment for other payable fund of stock market regulation 1,067,000.00 1,067,000.00 IAS 428,720,226.09 405,088,385.54 4,631,359,102.34 4,596,398,999.76 2. Difference of the net profit and net assets disclosed in financial report, unde

40、r both foreign accounting rules and Chinese GAAP (Generally Accepted Accounting Principles) Applicable Not applicable The Company has no above mentioned condition occurred in the period 3. Explanation on differences of the data under accounting standards in and out of China Applicable Not applicable

41、 VIII. Main financial index disclosed by quarter Unit: RMB/CNY Q 1 Q 2 Q 3 Q 4 Operating revenue 2,529,474,992.85 2,732,714,187.68 2,292,168,454.87 2,585,206,074.71 Net profit attributable to shareholders of the listed Company 136,066,882.15 107,779,992.61 53,101,621.53 131,771,729.80 Net profit att

42、ributable to shareholders of the listed Company after deducting non-recurring gains and losses 133,145,217.46 103,894,448.85 42,356,846.57 98,161,793.40 深圳市深粮控股股份有限公司 2021 年年度报告全文 10 Net cash flow arising from operating activities -222,629,715.89 -468,642,435.44 800,817,246.32 330,850,934.55 Whether

43、 there are significant differences between the above-mentioned financial index or its total number and the relevant financial index disclosed in the Companys quarterly report and semi-annual report Yes No IX. Items and amounts of extraordinary profit (gains)/loss Applicable Not applicable Unit: RMB/

44、CNY Item 2021 2020 2019 Note Gains/losses from the disposal of non-current asset (including the write-off that accrued for impairment of assets) 29,351,180.57 2,072,531.42 -43,069.03 Governmental subsidy reckoned into current gains/losses (except for those with normal operation business concerned, a

45、nd conform to the national policies & regulations and are continuously enjoyed at a fixed or quantitative basis according to certain standards) 15,871,621.28 18,503,372.31 12,297,924.24 Fund possession cost reckoned in current gain/loss charged from non-financial enterprise 436,664.31 Profit and los

46、s of assets delegation on others investment or management 4,014,308.85 12,655,258.64 6,299,093.96 Except for the effective hedging operations related to normal business operation of the Company, the gains/losses of fair value changes from holding the trading financial assets and trading financial li

47、abilities, and the investment earnings obtained from disposing the trading financial asset, trading financial liability and financial assets available for sale 299,292.76 -151,852.20 41,281.76 Switch-back of provision of impairment of account receivable which are treated with separate depreciation t

48、est 4,076,676.65 1,236,198.70 1,035,149.32 Other non-operating income and expenditure except for the aforementioned items 13,089,042.88 2,423,255.86 -4,544,601.53 Other gains/losses items that conform to the definition of non-recurring gains/losses 496,383.61 Subtotal 深圳市深粮控股股份有限公司 2021 年年度报告全文 11 L

49、ess: impact on income tax 14,600,145.88 5,591,230.45 2,149,564.84 Impact on minority shareholders equity (after-tax) 940,057.30 765,895.84 769,341.33 Total 51,161,919.81 30,878,022.05 12,603,536.86 - Other gains/losses items that conform to the definition of non-recurring gains/losses: Applicable No

50、t applicable The Company does not have other gains/losses items that conform to the definition of non-recurring gains/losses Information on the definition of non-recurring profit(gain)/loss that listed in the Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to